


The Cat and The Spider

by LordHorribus



Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies)
Genre: F/F, F/M, Felicia needs a hug, Female Peter Parker, First Love, First Meetings, Inspired by Intern Spider by Emily_F6, It's awesome, M/M, Peter is Penny, Read her story first
Language: English
Status: Completed
Published: 2020-02-26
Updated: 2020-08-12
Packaged: 2021-02-28 00:47:00
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 25
Words: 111,970
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22914967
Author URL: https://archiveofourown.org/users/LordHorribus/pseuds/LordHorribus
Summary: When Penny Parker graduates high school she thought things could only get better. Norman Osborne had been indicted and Oscorp was slowly being dismantled. As more and more of the Oscorp secrets leak out another young woman is caught up in the aftermath.  Now the Black Cat is out for revenge and Spidergirl will have to decide whether to stand in her way or help her. This story is inspired by Intern Spider by the amazing Emily_F6 and is intended to be a follow up in the same universe. This story takes place roughly two years after that one.
Relationships: James "Bucky" Barnes/Steve Rogers, Peter Parker & Tony Stark, Peter Parker/Felicia Hardy, Tony Stark/Pepper Potts
Comments: 60
Kudos: 133





	1. Chapter 1

**Author's Note:**

  * Inspired by [Intern Spider](https://archiveofourown.org/works/18235427) by [Emily_F6](https://archiveofourown.org/users/Emily_F6/pseuds/Emily_F6). 



> My first ever fan fiction and first time posting on AO3. Feel free to comment and give constructive criticism. Beta work done by the amazing HadrianBlood.

The first rays of sunlight crept along the banks of the East River, slowly seeping into the streets and alleys of Astoria. A dark figure ran breathlessly through an alleyway, clutching a bright silver briefcase. His breath came in long, ragged gasps and he stumbled repeatedly, using the walls of the nearby buildings to keep erect. As he careened recklessly around a corner a gunshot rang out in the early morning stillness. Chips of stone exploded from the wall directly behind him urging him to try to increase speed.

“Keep makin’ me chase ya, Walter, and it’ll only end worse for ya.” Shouted the man with the gun. He slipped around the corner but his prey had fled. A second man approached in a gasping lurch, dropping his hands to his knees as he drew in great gulps of air, he spoke in a barely understandable whisper. 

“Did ya get ‘im?” 

The first man slid his gun back into its holster and spit a thick wad of phlegm onto the ground. He kneeled down peering at the chips of stone scattering the surface of the badly paved alley. Flecks of crimson reflected in the early morning light, 

“Winged ‘im.” 

In the distance, sirens became apparent and they were rapidly getting closer. The second man lifted a phone to his ear and grunted at whoever was on the other end. 

“Lonnie got the rest of the cases out. We gotta get that one back or it’s gonna be our heads.” The first man stood and looked in the general direction of the approaching sirens, “Walter won’t get too far. And I happen to know a thing or two about Walter Hardy. Now let’s blow before the cops get here.”

\-------------------------------------------------------------------------------------------------------------------------------

  
  


Felicia Hardy shuffled tiredly out of her last class of the day, her heavy pack of schoolbooks dragging her down as she slumped through the hallways. No one said anything to her and that was okay. It was better not to be noticed. Felicia had never been one of the popular kids, she was quiet and uninteresting, with mousy brown hair, thick horned-rimmed glasses and an embarrassing acne problem. She consoled herself with the fact that high school was almost done with, and she would soon be free of this miserable place. Not that she necessarily disliked school, the learning at least, in fact Felicia was near the top of her class, but she could do without the people. 

As if in answer to this last dreary thought she was suddenly pushed down from behind, overbalancing with the weight of her pack as she fell to the ground, a tearing sound announcing the fact that her old pack had finally had enough and spilled it’s contents out into the hallway. Books slid away under the feet of annoyed students who ended up kicking them down the hall. 

“Hey Grosszilla, maybe you should take lessons in walking.” Flash Thompson laughed, elbowing one of his cronies. Felicia choked back tears as she slowly climbed to her feet, letting her long, lank hair fall in front of her face, hoping that no one would notice. She started to gather up her scattered notes and books, although she now had no way to carry them all. She should have left some in her locker, but after the time someone had broken into it and replaced her physics report with a Teletubby script she’d been too afraid to leave anything in there. Someone stepped forward and she could only see their hands through the curtain of hair. They were holding one of her Biology textbooks. She could tell it was hers from the small Spidergirl insignia she had doodled onto the front. She pushed her hair back from her eyes and looked up into the eyes of Ned Leeds, one of Midtown High's best computer nerds. 

“Hey you okay?” he asked. Felicia just looked at him for a minute as if stricken mute. “I can help you get the rest,” he said with a faint smile, “And Flash is an asshole.”

Felicia repressed a sigh and just nodded tiredly. She really needed to get out of school, she was due for a shift at the diner tonight and if she missed her train she’d never make it on time. As the two students finished picking up the remaining books she looked at her ruined pack. 

“I don’t think that’s going to hold.” Ned remarked. Felicia looked at the pile of books and at her pack blankly, she wasn’t sure what to do. “Come on,“ said Ned, sweeping up a large part of the pile, “I’ll help you get them back to your locker.” Felicia, slightly dumbfounded by this kindness, picked up the remainder of her books and walked with Ned through the hall. As they approached her locker she saw Penny Parker walking towards them. 

“Hey Ned,“ she called happily, frowning slightly at the pile of books in his arms, “What’s up?” 

“Just Flash being a dick.” Ned said. “He pushed Felicia down in the hall, her bag broke, I’m helping her get her stuff to her locker.“ Ned always seemed so energetic, Felicia had no idea how he did it, she had also had no idea that he knew who she was. 

“Wow that bag is really done.” Penny remarked. She looked up at Felicia and Felicia was sure her heart was going to skip a beat. She had idolized Penny Parker since she started at Midtown High last year, highest grades in school, incredibly cool intern position with Stark Industries, and really pretty as well.

She realized she had been just standing there staring for what was probably an uncomfortable amount of time, she immediately slammed her eyes to the floor. 

“Umm, thanks… Ned, thanks. I... umm can get them from here,” she said, so softly she wasn’t sure Ned could hear her. Penny frowned slightly, then her face lit up and Felicia thought she’d never seen a more beautiful sight. 

“I have an extra bag in my locker,” she said excitedly, turning and running down the hallway. Ned stood with Felicia awkwardly until Penny returned with a backpack. Ned burst out laughing when he saw that it was Iron Man themed. 

“How many of those have you got?” he demanded. Penny rolled her eyes. 

“After I lost my last one Aunt May complained to Happy that I was going to spend my college funds on backpacks. I guess Happy told Mr.Stark and he had one of his people send a dozen of these over to my house. I told him not to but he never listens to me.” As she spouted this off as if it was an everyday occurence she and Ned were busily stuffing Felicia’s books into the new pack. Felicia felt as if she was frozen, just staring at the two friends as they casually helped put her day back together. As if it was nothing. As if it wasn’t the best thing anyone had ever done for her. 

Ned passed her the pack, now full of her school stuff, and nodded, “There you go Felicia, good as new.'' Penny smiled at her, actually smiled, at her, Felicia Hardy. 

“Don’t let Flash get you down, he’s just jealous you beat him in the engineering trial last month,“ Penny said. Felicia cautiously took the pack from Ned, wondering if this was some joke. Penny and Ned were good though. They and their friend Michelle were always standing up to Flash, to the point he never bothered them anymore. Felicia wished she could be that brave. 

“I can’t…..” she trailed off uncertainly. 

“No problems Felicia,” said Penny, her smile softer now, “I know what it’s like to get Flash’s attention.. My whole first year here he called me Penis Parker.” 

Somehow Felicia found herself walking through the halls with Penny and Ned. The two friends talked excitedly to each other about the upcoming graduation ceremony and their plans for the summer. They tried to include Felicia in the conversation but she was still somewhat shell shocked. She made non committal sounds in answer to their questions. She had no plans for after graduation. She didn’t have the money for college, or university. She would just hope Dominic would give her more hours at the diner. As they stepped out of school into the sunlight of an uncommonly warm May afternoon, she looked at her watch and swore. Penny and Ned stopped their conversation and looked at her. 

“What’s wrong?” asked Penny. Felicia looked up with a grimace. 

“I missed my train, I’m going to be late for work. Again.” she sighed and slumped further. 

“Where do you need to go?” asked Penny.

“I live in Astoria, near Mount Sinai Hospital.” she said, feeling a swell of what might be hope as she looked up. Penny smiled brightly. 

“My aunt works at Mount Sinai. I have to pass there anyway, you can ride with us,” She gestured to a fancy black car in the parking lot. A middle aged man leaned casually against it as if used to waiting. He wore a black suit and had a well trimmed, greying beard. “Happy will drive us.” Felicia swallowed. 

“I don’t want to be any trouble.” she said quietly.

“Don’t worry about it, this’ll be awesome,” Ned laughed.

The three teenagers approached the car and Happy straightened up. Penny smiled up at him.

“Happy, this is our friend Felicia, she needs a ride to Astoria. We figured we could drop her off on the way.” Happy Hogan groaned and ran a hand over his face.

“Kid I told you I’m not a taxi service. I’m not here to drive everyone you know all over the city.” Felicia felt her heart plummet. She was an inconvenience, she knew it too. Penny didn’t let her smile slip though. 

“Come on Happy. You need to drive me and Ned anyway, and it’s on the way.” Happy grumbled something inaudible under his breath. Penny’s smile turned somewhat sly, “And I won’t mention what I found behind the couch last weekend.” Happy’s head shot up and he stuttered, turning slightly pink. 

“I don’t know what you’re talking about,” he said rather too quickly. 

“Mhmm. Sure,” said Penny “so let’s just get going and we can all just forget about it and get on with our day.” 

Happy almost tripped in his haste to pull open the passenger door allowing Penny into the back seat. Ned smiled at Felicia. 

“Why don’t you ride back there with Penny,” he said, “I’ll ride up front.” Happy grumbled again. 

“Alright but you’re not picking the music this time Ned, that pop stuff you like gives me a headache.” Felicia hesitantly slid into the backseat beside Penny. Beside Penny Parker. Penny Parker, the smartest, coolest, prettiest girl in school. Felicia instantly began to sweat, her palms were wet and her mouth was dry. Nowhere in her wildest dreams did she ever think anything like this would ever happen. 

As they drove through the city and across the bridge towards Queens, Penny slowly drew Felicia into a conversation about engineering. Felicia soon found it was easy to talk to Penny about all the ideas that floated around in her head. Penny was so smart, but she seemed genuinely impressed by Felicia’s senior project. The climbing gauntlets she had designed for her project were supposed to help people with electricity maintenance. The retractable claws were made of non conducting ceramics and could dig into wood or stone with equal ease. They slid back into the surprisingly nimble gloves and allowed full range of motion for the hands without switching bulky climbing gear on and off when at height. Penny enthused over the commercial applications of the claws and encouraged Felicia to patent them as soon as she could. Felicia mentioned that she didn’t have any idea how to do that and Penny insisted she take her phone number. She seemed to think that Stark Industries would be interested in the claws and that Pepper Potts herself would take an interest. Before they could really get into any more specifics Happy announced that they had made it to her house. As she got out of the car Penny smiled at her and said she was looking forward to hearing from her. Felicia was beaming. She walked away feeling better than she had in a long time. She had a conversation with Penny Parker! She hadn’t made a fool of herself and she was going to talk to her again. And Ned too of course. She stopped suddenly and thought that this might be what it was like to have friends. She smiled so much her face hurt. 

Felicia unlocked the three bolt locks on the door, still daydreaming about the car ride home. As she opened the last lock she pushed the door open and stepped into the darkened apartment. Suddenly someone grabbed her roughly from behind and shoved her into the apartment. She gasped with fear as she lost her footing and crashed to the floor. She rolled over looking up into the rough face of a tall, black haired man who loomed threateningly in the doorway. He had a pistol in his hand and he had it pointed at her. 

“No noise now,” he growled lowly, “we wouldn’t want the old man to make a runner.” Felicia froze, completely unsure of what to do. The man pushed at her with his foot. “On your feet, we gotta see if dear old dad is at home.” he watched her warily as she slowly stood. The sudden change in her day had her shaking, great tears suddenly filling her eyes. 

“None of that now kid, “the man said, almost gently, “I just got a job to do. You just do what I tell you and after I take care of things with your old man I’ll be leaving you alone.”

Felicia swallowed thickly as the man pushed her deeper into her apartment. He suddenly raised his voice as he walked behind her, causing her to flinch in fear.

“Alright Walter, the games up. I got your little girl here and if you have a single decent bone left in your body you’ll hand over that case and come with me. Otherwise I’ll do what I gotta do. You know how this works.” 

Suddenly the drywall beside the man exploded outward as Felicia’s dad hurled himself bodily through it slamming the dark haired man into the opposite wall. The two men struggled, each with one hand on the gun. Felicia dropped to the ground and screamed. Walter Hardy slammed the other man’s head against the wall and he temporarily slumped. Felicia got to her feet and grabbed her dad’s arm. 

“Come on Dad, we need to run!” Walter grabbed his briefcase and followed his daughter out into the hallway. They ran down the stairs as fast as they could, Walter seemed to be limping and he could barely keep up, even though Felicia was not in great shape. Her nights at the diner were paying off though as she was able to keep going. They ducked down an alley and a black car screeched into it behind them. 

“Shit!” exclaimed Walter. He took the briefcase and handed it to Felicia. “Take this and run. Get to the ferry and head to Roosevelt Island. I’m right behind you.” There were no terms of endearment, no promises of safety. Walter Hardy was and always would be nothing more than a thief. Tears flowed freely down Felicia’s face as she ran, shuddering breaths coming harder and harder as she held the briefcase tight against her chest. She could hear the river ahead of her and she ran harder. She came up to the banks. She turned and headed north along the small wall separating her from the murky waters of the East River. She started sprinting through a small children’s park, the people out on the streets watching her with concern. Some tried to approach her but suddenly several black sedans came screaming into the area. They dislodged rough looking men in black suits with guns in their hands. The people around the area began screaming and running the other way. Some hurriedly pulling cell phones from pockets. Hopefully to call the police and not just for filming purposes. 

Felicia’s thoughts were all over the place,. She couldn’t concentrate and the weirdest things flashed through her mind. Suddenly a car was right in front of her, cutting her off from the ferry dock. She turned to go the other way but men with guns were already there. She backed up against the wall, the river flowing sluggishly behind her. The door opened to the car that had cut her off. The man from her apartment stepped out. He was bleeding from a gash above his eye and he looked furious. He pulled her dad out of the car behind him. Walter Hardy looked horrible. His face was covered in blood and one of his eyes was swollen shut completely. He couldn’t stand and was dragged onto the street, a pool of blood beginning to form around one of his legs. The man pushed the barrel of his pistol roughly into her dad’s hair. 

“This has gone on far enough!” he yelled. “Hand over the case or I’ll shoot him right here.”

Felicia froze. She stared wildly around at the men, all of them pointing deadly looking guns at her. She squeezed the case tighter to her chest and slumped against the low wall behind her, sobbing. Her dad looked up at her with his one good eye, pain and fear were held in that gaze. 

“Don’t,” he croaked. Suddenly there was a loud noise from behind the group of gunmen and several police cars pulled up to the scene. 

“Fuck!” Yelled the man with the gun to her dad’s head. The remaining thugs turned and began firing wildly at the police officers as they ran back towards their vehicles. The dark haired man slammed his pistol down onto Walter’s head, her father slumped to the ground unconscious. Time seemed to slow down as the man pulled the gun up to point it straight at her. It seemed like she could see straight down the barrel to the bullet within. Gunfire rang out around them but it felt as though the two of them were frozen outside of the chaos taking place around them. The man’s eyes were full of something like guilt but Felicia could see the moment the decision was made. The man’s eyes hardened. There was a loud bang. The briefcase in her hands was shoved back into her chest like a sledgehammer had hit it and she was filled with a heavy, overwhelming pain. As she fell backwards over the wall into the river below her the last thing she saw was a glowing blue light spilling out of the hole in the bright silver briefcase she was still clutching as water and darkness closed around her. 


	2. Chapter 2

**Notes for the Chapter:**

> I will be updating this story weekly. I have several chapters awaiting editing but also work full time and have a kid so for those times I can't write I will hold some chapters back. That way I can post every Wednesday without fail. Thanks for reading. Thanks to my beta HadrianBlood. And of course thanks to Emily_F6 who's amazing stories inspired this one.

Midtown High was a buzzing hive of activity Monday morning. The students were rushing about preparing for the long final month of school. Penny, Ned, and MJ stood outside the front doors talking excitedly with each other. MJ and Ned were comparing study schedules and figuring out the best ways to combine their efforts. Penny seemed distracted as she looked around at the students coming into the building. 

“Looking for someone in particular?” MJ inquired. Penny shook her head distractedly,

“I haven’t seen Felicia today, and she missed Friday. I have some information from Ms. Potts I thought she’d like to see.” She looked back at her two best friends and shrugged, but Ned could see something else was worrying her. 

“Did you try texting her?” Ned asked. 

“Yeah but she never answered. And I called her but it went straight to voicemail.” Penny frowned. “I was thinking about what happened in Astoria Thursday. That gunfight between the police and those unknown guys. I should have been there. That was really close to where we dropped her off.” 

“You can’t be everywhere.” MJ said softly, looking around to make sure no one was in hearing range, “besides didn’t you say that Natasha was already looking into that?” Penny nodded. 

“Yeah. She said a couple of the guys the police arrested had ties to Oscorp. One of them was a longtime employee. They think those are the guys that burned down that warehouse last week.” She shook her head and tried to let it go as the bell rang, signalling that it was time to go into school. 

The rest of the day passed quickly with all the review and studying she was doing to prepare for the end of year exams. It was hard to believe that in less than a month she would be graduating high school. 

The last two years had been amazing, really busy, but amazing. Sometimes she had trouble balancing everything. School, the internship, May, Tony, the Avengers and patrolling. At least she didn’t have to worry about any love life. Nope. Nothing to worry about there. Penny sighed. 

After the disastrous few weeks she had spent dating Harry she wasn’t sure dating was something she wanted any part of. It had been great at first, Harry was smart, funny and even handsome. And he knew about Spidergirl so that was a plus, but they had discovered that as much as they liked each other as friends there was just something lacking. Penny had kept trying for a while, and maybe they could have made it all work somehow, but then Harry had met Liz Allen. The two of them had really hit it off and it still stung a little how quickly he had agreed when Penny had tentatively brought up the idea of them breaking up. He had gone out with Liz a scant two weeks later. 

Penny had moped around the apartment until Clint and Wanda had come and dragged her out. Literally. 

Harry and Liz were still together, too. She couldn't really feel too bad about it now. The pair of them were sickeningly sweet to each other. She swore she needed an insulin booster after every time the group hung out. And it totally didn’t bug her the way they were constantly attached at the lips. Didn’t bug her at all. Nope. Penny sighed again and tried to concentrate on her work.

As school let out Penny’s phone vibrated. It was a text from Natasha, she had news about what they were calling the East River Incident and she wanted Penny at the tower as soon as she could get there. Penny ran to tell Ned that she wouldn’t be riding home with him today and told him to let Happy know she had an errand to run for Mr. Stark, which was code for an Avengers call. It wasn’t technically an emergency, but after worrying about it all day Penny didn’t want to wait any longer. She slipped down her favorite alley.

“Karen, scan for any nearby people or devices,” she whispered. Her phone beeped in a particular way that meant everything was clear and Penny began to pull off her clothes, revealing the skintight armored Spidergirl suit beneath. The helmet formed up around her head and Karen had the diagnostics running as Penny shot into the air. Soon she was webbing her way across the city. 

After all this time it had become second nature to her, the various routes she could take between her school and the tower. Taking the fastest route across the Queensboro Bridge she couldn’t help smiling as the people below yelled greetings and cheers at seeing her swing above them. In one corner of her visor display a small rolling screen showed all the social media activity involving Spider sightings. Penny rarely paid attention to it but Karen monitored it constantly, looking for threats or calls for help. Two years had improved on her suit immensely. Less bulky than her Iron Spider armor but more durable than the first suit she had originally helped Tony design, it was a perfect balance. She swung up and landed on the side of the Avengers Tower and slipped into the folding panel that was already waiting open for her. As she stepped into the hallway in the common area of the tower her mask folded itself back into her suit. She smiled widely at Clint who was lounging against the wall as if waiting for her. 

“Hey kiddo, glad to see you.” He remarked, striding along beside her toward the meeting room where they did most of their Avengers planning. Penny looked at his face and her smile faltered a bit. Clint looked more serious than usual. 

“Is it bad?” She asked, hoping he would say no. Clint sighed and ran a hand through his short hair. 

“It isn’t good,” he said. The pair of Avengers walked into the meeting room. Tony and Natasha were waiting inside. Tony stood up as soon as they entered the room and strode over for his obligatory hug. He always hugged her the first time he saw her in a day and he always played it off as if it was no big thing. He kept his hand on her shoulder though, which let her know he was worried about how she’d take the news. Natasha was never one to let them down easy though and she just started right in on the report. 

“Last Thursday at around 4:15 PM several armed men had an altercation with the NYPD in a small park just two blocks south of the Astoria ferry terminal. Several officers were wounded in the crossfire but luckily none severely. Two of the perpetrators were shot fatally and six others were apprehended. There was at least one additional victim of the violence. Friday?” She gestured to the wall that served as a projection screen in the meeting room. 

Penny sat on one of the comfortable chairs and tried to prepare herself. No matter how many times it happened whenever someone was hurt in Queens it felt as though she were personally responsible. A picture appeared of what was obviously a mugshot. 

“Walter Hardy, three times convicted of petty theft. Several times a suspect but good enough not to get caught more often. He was severely beaten and had suffered a gunshot wound to his upper thigh. By the time paramedics were able to get on the scene he had died from blood loss.” The picture shifted to a grainy black and white surveillance video that showed a man running away from the camera. He was clutching an object that appeared to be a briefcase. 

“Friday was able to obtain this video from earlier that day. This footage is only three blocks away from the warehouse fire we suspect was set to cover up Oscorp assets being destroyed in the aftermath of Norman’s indictment. Our sources within Oscorp have verified that the warehouse was one of theirs.” 

The picture faded away and Natasha walked over to Penny. “This next part is a little less sure but..” She turned to watch as a blurry and very shaky phone video began playing out. It showed several men in black suits shooting at police officers. The video swung about to frame a smaller figure clutching a silver briefcase to it’s chest a second before the front of the case shattered inward. A hole had appeared in the casing and the figure was hurled over the low wall and fell back out of the frame. A long bluish plume sprayed out of the case as it went flying into the river. Natasha waited a moment in silence as everyone absorbed what they had just seen. 

“Friday, bring up the enhanced footage please,” Tony said quietly, his hand squeezing on Penny’s shoulder. A close up view of the person holding the briefcase appeared and the pixelation began to dissipate, revealing the terror stricken face of a teenage girl, her face partially obscured by lank, brownish hair and thick horned rimmed glasses. Penny gasped in horror as she recognized Felicia Hardy. A girl she had only spoken to not four days before. In fact only minutes before what she was watching had happened. Penny realized she would have still been in the back of Happy's car joking with Ned and teasing Happy. Tears welled up as she began to realize just how close she had been. How much she had failed. 

“Happy told us who she was as soon as he saw the video.” Tony said softly, “I’m sorry Pen. I know you’re blaming yourself right now but there wasn’t anything you could do. You didn’t know.” Penny just put her face in her hands and sobbed quietly.

Penny sat limply on one of the luxurious sofas in the common room. She had been just sitting here for some time, her head filled with white noise. Clint walked into the room and sat down next to her. He didn’t say anything, he just held his arms open and waited until Penny turned into the offered hug and buried her face in his broad shoulder. Clint rubbed his hand over her back and whispered meaninglessly to her. 

“How can he just keep taking things.” She whimpered, “We beat him. He’s supposed to be beaten.” 

“I know Pen, I know.” Clint whispered. “It’s always hard to lose one.” 

Later that night Spidergirl webbed her way back across the city. Happy would have driven her but she just wanted the freedom of web swinging to try to clear her head. As she made her way back into Queens, she found herself changing direction and heading for the park where the shootout had occurred. She touched down inside the taped off area and looked around. The chalk outlines of the three fallen men stood out starkly in the light given off by the streetlamps placed around the park. Her gaze fell to the ground just in front of where Felicia had been standing. Natasha had told her that the police had sent divers out as soon as they could but they hadn’t found her. The placement of the case and the bullet wasn’t good though. It would have slammed into her chest only inches from her heart. 

“Karen can you scan for any unusual compounds on the ground here?” She asked crouching down near the wall where Felicia had disappeared.

“Scans detect an unknown substance that has been absorbed by the soil here.” A soft blue glow lit up several splotches on the ground on Penny’s visor. She noticed that someone had already scraped up several samples from the area. 

“Karen can you send a text to Black Widow and ask her if anyone on our side took samples?”  
Karen sent the text and Penny scraped up several more samples just in case. She placed them in a sealed plastic bag that was concealed within the waist of her costume. Standing up and looking around she decided there was nothing more to do there and headed home. “I’m sorry Felicia.” She whispered sadly. She shot a web onto a nearby building and sped off towards home. 

The next day at school Penny had to quietly explain to Ned and MJ about what had happened to Felicia and her father. Ned was sympathetic and the two friends spent the rest of the day in a dark mood. MJ tried to distract them and only said that Penny would help them find justice. It was a strange fact of Penny’s life that although she had never actually come out and told her, her friend knew her secret. MJ had just walked in and calmly joined in on a discussion Penny and Ned were having one day, talking like she had been in on the secret the whole time. They had never really discussed it, but Penny was glad that her friend knew about her other life and supported her. 

After their last class MJ and Ned headed off to their various clubs and Penny walked out to the parking lot to get her ride from Happy. He was waiting for her as usual and as she got into the back seat she realized that Tony was sitting there typing on his Starkphone.

“Hey Pen.” He said with a half smile, “how are you holding up?”

“I’m fine Mr.Stark. You didn’t need to go out of your way.” She said quietly.

“You’re never out of my way spiderling,” he answered. He pulled her into a quick one armed hug and then held up his phone. “We got the results back from the analysis of the substance you recovered from the scene.” Penny looked at him with true curiosity now. “It is a unique compound but it has similarities to several other compounds on record in Friday’s database. And you’ll never guess what the closest match was.”

“Do I have to guess?” Penny asked quizzically. In answer Tony just handed her his phone. She poured through the dense text with severe concentration. Organic compounds were more Dr. Banner’s area of expertise but she had worked with him enough to be able to understand the jargon. As she read through the genetic makeup of the compound she paused at one certain area and looked up at Tony. “This part looks really familiar,” she said.

‘It should,” Tony remarked, “I’ve only seen that particular radioactive isotope in one place. The analysis we made of your blood when you were shot by Norman Osborne.” Penny looked up at him with wide eyes. 

“Are you saying that this is the same stuff that made me Spidergirl?” She asked hesitatingly.

“Not exactly the same. Your powers were caused by a mix of this radioactive compound and the venom of the spider that bit you. Along with your own DNA. It’s highly unlikely that anyone else bitten by the same spider at the same time would have mutated in the same manner you did.” Tony reached over and scrolled through the list of components that made up the mixture. “Now some of this is contaminants from the ground. And at first Helen wanted to discard this,” he said highlighting a certain area of the text, “but I think it was actually part of the compound.”

“What is it?” Penny asked breathlessly. 

“It appears to be DNA from some kind of cat.”


	3. Chapter 3

**Notes for the Chapter:**

> Thanks for the kudos and comments! As always thanks to HadrianBlood for taking the time to beta for me and thanks to Emily_F6 without whom this story wouldn't exist.

Penny checked her makeup one last time in the reflective surface of the elevator as it descended through the floors of the Tower. She wasn’t used to wearing any, one mission with mascara dripping into her eyes had been enough to convince her that it wasn’t worth it. This was a special occasion though, it wasn’t every day that Tony Stark threw a graduation party. Penny had asked him not to make it a big thing just for her, so Tony, being Tony, revamped the whole thing to be a massive party to celebrate the last of the Stark original interns finally graduating. Which gave him carte blanche to make it an even bigger event. Penny took a deep breath and tried to plaster a realistic smile on her face as the elevator came to a stop. The doors opened onto what was usually one of the modular training floors for Avengers simulated missions. Tony had altered it, with areas set aside for sitting and eating, a place with several comfortable sofas and an open area perfect for dancing. A bar had been set up against one wall and it served both alcoholic and non alcoholic drinks. 

“Hey kid, nice to see you. You look nice.” Happy stood to one side of the elevator, the only entrance currently available to this floor. Penny looked down at the pale yellow dress Pepper had finally badgered her into wearing. Penny would have preferred something in a blue or red but it was decided that she should stay away from those colors the majority of the time to prevent anyone from associating Penny Parker with Spidergirl. While generally happy with the dress Penny kind of wished it was a little lower than her knees. Luckily after the last two years of training with Natasha and Steve she was a lot harder to hit so there weren’t a million bruises to cover up. 

“Thanks, Happy,” she said, smiling over at him. “You look nice too. I’m sure May will be impressed to see you in that suit.” Happy flashed a smile as he went about his self appointed security duties. The elevator had closed and he was watching the changing numbers like a hawk. As if Friday didn’t have surveillance everywhere in the tower. Penny headed away from Happy and looked around the room. She waved hello to a couple of her classmates she had made sure were invited and smiled to see Jasika, Lori and Milo talking with their various plus ones around the room. She decided to catch up with them later and looked around to see if she could find Ned or MJ. 

After wandering a bit and accepting various congratulations from friends and colleagues, including a very boisterous toast given by Thor, she found Ned hanging out on one of the sofas. He had managed to build up the nerve to finally ask Betty Brant to accompany him to the event and the two of them were seated with a very smug looking Colonel Rhodes. Rhodes had discovered that Ned was always happy to listen to his War Machine stories no matter how many times he told them. Ned would look on with awe and hero worship in his eyes and exclaim at all the appropriate places. Betty looked far less interested in the Colonel’s stories but as Penny made her way by she caught Betty giving Ned a particularly indulgent look. Penny congratulated herself on seeing the signs. Although really she needed to give credit where it was due. Speaking of which, she saw her other best friend, MJ, lounging against the far wall beside Natasha. They were both most definitely not wearing dresses. Which Penny thought was totally unfair. Natasha wore her usual not-quite-a-tac suit casual outfit and MJ was in cargo pants and a green sweater with patches sewn on it in various areas. At least Natasha had high heels on. Penny got close enough that her enhanced hearing could pick up the dry, sarcastic comments the two of them were making back and forth. Trying to outdo each other in their usual game of scathing comments aimed at the various people moving about the room. Natasha let out a low whistle as she caught sight of Penny. 

“Yeah , yeah.” Penny scoffed, “How did you get out of the dress Pepper picked for you?” she asked MJ pointedly. 

“It’s good to have good friends,” MJ smirked high fiving Natasha. Penny was still not sure if introducing those two had been her greatest moment or the biggest mistake she had ever made. 

“Have fun ladies,” Natasha said, “I see an old man who needs rescuing.” She sauntered off in that incredibly graceful way that always took Penny just an extra second to stop watching. She wished just once Natasha would wear something a little less tight in the behind. It was distracting. MJ poked her lightly in the shoulder as Natasha walked over to where Steve was surrounded by a group of female students. The tips of his ears were red and he seemed a bit flustered. Penny looked up at her second oldest friend. 

“You’re drooling again,” MJ said. Penny wasn’t able to help herself as she reached up to touch her lips with her hand. She was not, in fact, drooling. She frowned at MJ.

“I thought you were going to quit doing that.” she said petulantly.

“It’s a special occasion.” MJ pronounced smugly. “So we’re all done. High school graduates, the whole world lying at our feet.” The dry tone of MJ’s voice kind of changed the emphasis of her words. Penny couldn’t help but let out a small chuckle. 

“Don’t ever change MJ.” She turned and put her back against the wall next to her friend. “So have you got any responses yet?”

“A few. I have choices I guess. Haven’t got the letter back from Ithaca yet though.” MJ shrugged like it wasn’t any big deal.

“Yeah you’ll get it,” Penny said, “they’d be idiots not to take you.” MJ didn’t ask about Penny’s plans. She’d had a spot open for her at MIT for the last two years. She had the grades and knowledge to have started early but she hadn’t wanted to leave her friends behind. Now she wouldn’t have a choice. They all had different dreams and different roads ahead of them. MJ gave her a look, one that Penny was very familiar with. It meant MJ knew something and was deciding whether or not Penny needed to know that thing as well. Penny just stayed patient and people watched for a few minutes. MJ would tell her or not tell her. Nothing Penny could say would make that decision any different. 

“Did you hear about the break-in at Midtown?” MJ asked. The question seemed to be loaded. Penny shook her head and looked at MJ curiously. “Someone broke into the science lab while we were all at the graduation ceremony.” MJ continued. Penny puzzled over that for a bit.

“Why would anyone break in there now? All the senior projects were removed weeks ago. There’s nothing in there worth taking by this time of year.” She mused out loud. 

“There was still one project that was never removed.” MJ said, her voice going soft. “Felicia Hardy’s climbing gloves were the only thing taken.” Penny sucked in a breath and MJ put a hand on her shoulder in sympathy.

“Who took them? Did they get any security footage?” She asked her friend

“No footage at all. The weirdest thing, all the wires for the cameras covering that area of the school had been chewed through by rats. Every single one.” MJ raised an eyebrow. 

“That’s….disturbing to say the least.” Penny muttered. MJ just nodded and the two girls fell silent. Penny had tried very hard not to obsess over Felicia’s fate over the last month, she had drifted through school in a very distracted state, trying desperately to come to terms with the loss. She coasted through her final exams on autopilot and it was a testament to her intelligence and hard work that she had still outscored almost every other student in Midvale High. Her graduation had been amazing. May had brought Happy, and Mr.Stark and Ms. Potts had attended as well. All the Avengers had wanted to come but it was decided that that would have been far too suspicious. Her association with the group in the past had attracted some unwanted attention and there were times when the only reason her identity hadn’t become compromised was because Tony had given Karen the ability to pilot the Iron Spider armor for emergencies. It was surreal to sit and wait to be rescued by her own AI in her own suit. It put a lot of the rumors to rest though. MJ rubbed her shoulder sympathetically and dropped her hand back to her side. It seemed that every one of the best moments in her life would always have that shade of tragedy thrown over them. And if that was the price she needed to pay to keep being who she was, she hoped that she would be able to shoulder the burden. She took a deep breath and pulled herself together. This was her graduation party and she wasn’t going to let anything ruin it for her or for her friends. Nothing was going to drag her back into a bad mood if she could help it.

“Good evening Penny Parker.” Unless of course that happened. Penny pasted her best smile on her face and turned to look at Harry Osborne and his ever-present girlfriend Liz Allen. “Congratulations on making it. You too Michelle Jones.” Harry said, smiling that perfect smile and nodding ever so gracefully. Liz looked radiant in a flowing silver gown, and Harry perfectly complemented her in his own bespoke suit. Penny tried really hard to keep the sting she still felt whenever she saw Harry and Liz together from showing on her face. 

“Harry. Liz, always great to see you. I’m so glad you were able to make it.” She said in what she hoped was a cheerful manner. From the slight flinch MJ made out of the corner of her eye she assumed she had failed horribly. Harry’s smile dimmed a little and Liz got that super sympathetic look in her eyes that just made Penny want to shrivel up and die. She wanted to run away and find whoever had invited Harry and possibly hurt them just a little bit. It was probably Pepper though so she probably wouldn’t. Probably. 

“It’s a really great thing Mr. Stark did. Throwing this event for all you interns.” Liz gushed. “He’s such a generous man. You’re so lucky to have had this opportunity. What will you do now that it’s over?” Penny stared at her blankly. Liz of course had no idea that Penny was actually a full time Avenger and secretly the popular hero known as Spidergirl. Originally Penny had worried that Harry might tell his new girlfriend but he had made a promise to keep her secret and he seemed intent on keeping that promise. Even if he hadn’t kept all the promises he had once whispered into her ear. MJ must have seen the direction her thoughts were going because she took that opportunity to interject. 

“Speak of the man and he shall appear.” She said, using a bit more volume and force than she normally would. It had the convenience of distracting the awkward teens and everyone turned to look at the elevator that Tony Stark himself had just stepped out of. He wasn’t alone and the much shorter and darker person who stepped out of the elevator beside him looked amazingly like……

“Shuri!” Penny nearly shrieked as she took off running across the room nimbly slipping between the various people in her way. Most of whom stopped what they were doing to stare at the suddenly animated girl. Shuri’s eyes widened and a great smile split her refined features.

“Penny! It is so good to see you!” She ran to meet Penny half way into the room and the two girls flung their arms around each other in happiness. 

“Since when does Penny know Princess Shuri?” wondered Harry perplexedly.

“Last summer Mr. Stark had some business in Wakanda. Penny went with him as usual. You know, personal intern and all. Apparently she made friends with the king's little sister.” MJ spoke with a smirk, pleased with the shocked expressions on Harry and Liz’s faces. “They’ve been talking all year. It’s nothing huge.”

Penny and Shuri were bouncing in place in their excitement, both girls talking so much over each other it was a wonder they could understand a thing. Their voices were maybe a little loud. Definitely not loud enough to account for Tony Stark stuffing a finger in the ear turned toward the two girls. And most definitely not anywhere near enough for his comment that he would have to ask Friday if they had broken any noise bylaws. The girls seperated, still holding tight to one another's arms as their voices returned to reasonable levels.

“What are you doing here?” Penny asked, her face beaming.

“We were in the neighborhood to make a special delivery.” Shuri answered, “Mr. Stark requested that it was at the same time as your celebration.” Penny looked at her friend wide-eyed. 

“That special delivery?” She asked, putting a hard emphasis on the “that.” Shuri nodded her head in excitement. Penny turned to stare at Tony in amazement. “You actually did it?” She asked in a near whisper.

Tony had a wry smile on his face. “I was always going to do it Pen, it just took awhile to get everything set up properly. Speaking of, I better go talk to our resident centenarian. Before I do though I want you to know that I am damn proud of you. Congrats.” He reached out his arms in an invitation, and Penny stepped into the hug without hesitation. It was unusual for Tony to really show his affection like this in public, but Penny wasn’t going to question it. She clung to her mentor and could feel the rise of emotion that made it clear that tears were only moments away.

“Thank you Mr. Stark. You’re the best thing that ever happened to me.” She whispered in his ear. 

“Ditto kid, ditto.” He stepped back and cleared his throat, putting his billionaire’s smile back in place, and if his eyes were a little bit shiny no one mentioned it. “Alright why don’t you two go have fun, but not too much fun okay? I’m the only one allowed to blow up labs in the tower.” He smiled fondly at the two geniuses and then turned walking determinedly up to where Steve was talking to Natasha. He grabbed Steve’s arm and started to lead him back toward the elevator, whispering in his ear the whole time. They were halfway across the room when Steve suddenly stopped and looked over at Tony with a stunned expression on his face. Natasha had been following along and she placed her hand on Steve’s back and urged him forward. Penny saw his eyes getting glossy and she looked away. That was something private between Tony and Steve. She turned back to Shuri.

“So you were really able to do it?” She asked breathlessly. Shuri nodded excitedly. The two girls then found a corner of the seating area to discuss the whole thing in low tones occasionally punctuated with exclamations of amazement and surprise. 

The night went on from there. There was food and dancing. Penny ate more than her share of the food and avoided dancing. She laughed with her friends and watched Ned try to dance with Betty. She had a heated scientific debate with Shuri, Lori and Jasika. She finally got dragged onto the dance floor by Wanda later in the night and was horrified to discover that Mr. Stark had recorded it to play back later. She was able to avoid any and all conversations related to the fact that her high school crush was dating her ex-boyfriend, and she laughed along with everyone else when Clint beat Sam handily in a version of strip pool that had Happy pushing both of them onto the elevator complaining about them damaging young impressionable minds with things none of them needed to see. Not that Penny minded. Clint had almost as nice a behind as Natasha and she personally couldn’t decide which one she’d rather see close up. Not that she really wanted either of them that close because that would be totally gross.Totally. 

Eventually, people began to leave and soon there were only the residents of the tower left. Ned had left earlier to get Betty home on time and MJ had grabbed a ride with them. Shuri had to go to catch her flight back to Wakanda but they promised each other to stay in touch. All the other interns had made their way out. Tony had already paid for everyone to take taxis home. As for Tony himself, he had come back down to the party after about an hour away with Steve and he had brought Pepper with him. The pair had charmed everyone before disappearing to their own floor for some much needed private time. Penny headed up to her own room on what was unofficially known as the ladies floor of the Avengers area. Wanda and Natasha both lived there full time and Penny and Helen Cho both had quarters there as well for whenever they were at the tower too late to go elsewhere. Penny was only too happy to get out of her dress and into some more comfortable clothes. She climbed on her bed and started reading some research material that Shuri had given her. There was a soft chime, barely loud enough to be heard by Penny's enhanced hearing. She looked at the sensor cluster that sat in one corner of her room.

“Yes Friday?” The chime was designed to only be heard if someone was awake. It was at different levels depending on each team members ability to hear it. She often wondered how Friday alerted Clint when he was in residence but was still too shy to ask. 

“Captain Rogers would like to ask if you would be willing to meet him in the common room.” Friday’s pleasant voice announced. Penny shrugged and got to her feet heading out immediately. Unlike some of the other team members, Penny was completely aware of Friday’s capabilities and knew that she would be able to read Penny’s body language. Most of the others assumed Friday could only hear them. Penny entered the elevator and came out on the common floor. The lights had been dimmed and she could only barely detect some low murmurs from the living room. She walked into it to see Steve sitting on one of the couches with his arm around another man she had only seen once before. Her eyes immediately fell to his left arm where it peeked out from under a long sleeved shirt and ended in a black metallic hand. Steve looked up. 

“Hey Penny,” he said, voice thick with emotion, “I thought maybe you guys should meet.” Penny smiled at Steve and turned her attention to the dark haired man where he sat looking at Steve with wonder in his eyes. “Penny Parker, I’d like to introduce you to James Barnes, my best friend.” Barnes looked up at Penny and grinned a crooked grin. 

“Call me Bucky, doll. I hear you’re partly responsible for this.” he said, lifting his left arm. Penny couldn’t help grinning at the sight. She and Shuri had spent months sending details back and forth over Friday’s most secure servers to get the details just right. 

“I didn’t really do much, I only helped Shuri with some small designs,” she denied. “Shuri would have been able to do it without me.” 

Bucky’s grin widened, “She told me you’d say something like that. She also told me that without you Tony might never have brought me here. I owe you a lot, Ms. Parker.” Steve turned to Penny, emotion clear on his face.

“We both do.” He said softly. Penny just smiled and sat down. She talked a little, but mostly she listened as the two friends told old stories until late in the night. It was a good day.


	4. Chapter 4

**Notes for the Chapter:**

> This chapter is a bit later in the day due to crazy work hours.Thanks to everyone reading and I hope you are all safe and healthy. Special thanks to my beta HadrianBlood and the amazing Emily_F6 without whom I would never have started writing this.

The wind whistled as Spidergirl fell through the air. Dropping towards the ground in a graceful dive and sending out a web at the last possible second, she gave an almost involuntary shout of joy as gravity and inertia fought over her tumbling form. The best part about being free of school was the extra time it gave her to patrol. She made huge sweeping patrols of the concrete jungle, from Queens to Brooklyn to Manhattan and back. She had had a really good day, stopping two muggings, a carjacking, and rescuing one man’s grocery cart from running away down a hill. Sure she had accidentally tried to stop a kidnapping that was actually a really poorly planned gag, but the people involved were very understanding. The sun had gone down a couple of hours ago and Penny was determined to do another round before calling it a night. Karen alerted her to an incoming call and Penny set down on a convenient apartment building. She sat at the edge of the roof, swinging her blue and red legs idly as she answered the call.

“Hey there sister spider,” Natasha’s voice came over her com, “had a little news I thought you might be interested in.” 

“The good kind or the other kind?” Penny asked warily.

“Neither, just the facts kind. I managed to get in and have a little chat with one of the perps picked up after the East River Incident.” Penny froze and was suddenly paying a lot closer attention. 

“I thought they were off limits? Even Pepper said their lawyers were untouchable.” It had been incredibly disappointing that the entire group had pled guilty with no contest immediately, there had been no investigation, no trial, no inquiry. As far as the NYPD and the DA’s office were concerned it was cut and dry gang related violence. 

“Oh ye of little faith. No one is untouchable. Sometimes all it takes is a little patience. Friday was able to finally break through the encryption and track down the payments that were made to them to make them keep quiet and serve their time. Quite a sum it was too. Too bad someone managed to erase it from existence. Those poor prisoners were suddenly a lot more eager to talk when they found out their bank accounts had dried up.”

“Was it Normie? I really hope they had some evidence to add to that bastard’s stack of away time.” Penny nearly growled. She still hadn’t forgiven the man for his attempt on Mr. Stark’s life.

“Not so fortunate. Although most of the men had once worked at Oscorp, they all denied that Norman had anything to do with their operation. Apparently one of Oscorp’s top security guys, a Jason Macendale, had hired them to do some clean up work.” Natasha continued. Penny loved getting info from Natasha. She was so thorough and never did that thing everyone else tended to do where they tried to censor things for poor impressionable, young Penny. Pfft.

“I don’t remember a Macendale on the list of guys they picked up.” Penny said.

“That’s because he got away and until today noone was even aware he was involved. He had the men he hired cleaning out several Oscorp storage facilities, picking up various illegal and semi-legal cargos for his own personal profit. The case Walter Hardy took was part of one of those stashes.” Penny grit her teeth and fought down the wash of anger. That stupid move on a petty thief’s part had cost not only his own life, but the life of his daughter as well.

“So this Macendale is the one who ordered Felicia’s death?” She asked, voice rough with repressed emotion.

“No. Sorry little spider, he was the one who pulled the trigger.” Penny went cold inside. It had been bad enough knowing she hadn’t been there to stop the crime itself, but she had at least had the solace of knowing that the man who had done it was behind bars. 

“I thought that Sander’s guy confessed to the shooting?” Her voice was filled with shock and disbelief. Who in their right minds confessed to a double murder? 

“He did. Changed his story as soon as he realized the three hundred thousand dollars he had been paid was suddenly so much digital smoke. Tony has his programs searching for Macendale, but after this much time it’s probable he skipped town.” Penny thanked Natasha and decided to just head back to the tower, the fun had gone right out of her day.

The next couple of weeks passed in an exhausted blur. Penny stayed out for long hours. She told everyone she was just patrolling more, but in reality she was searching. She wanted to find Jason Macendale. The idea that a killer was out there enjoying the life he stole from a brilliant young woman was one that Penny just couldn’t stand. Penny had asked Natasha for a list of remaining Oscorp properties on the off chance that maybe Macendale might come back for something more. It was a long shot but she didn’t have much else. On the plus side more Spidergirl presence had crime at a low point. 

It was a Friday night, far later than her usual patrols, but Penny had had a full day of interning for Stark Industries and had been unable to sleep. May had a date with Happy tonight and Penny had decided to stay at the tower, since the last time that had happened she had come in at a very inopportune time. It had been weeks before she could look Happy in the face again. She slipped out just before midnight. Friday knew where she was and she didn’t intend to stay out too late. It had become a bit of a habit to stay at the tower. She had her own room there and though she often missed May, her aunt still worked far too much and a lot of her free time was taken up by her relationship with Happy. Penny still made time once a week for a night of just her and her Aunt though. It wouldn’t be too much longer before she went off to MIT and then it would be a lot harder to see each other. Penny mused about her Aunt, about Tony and Pepper and the fact that they had been engaged for just about ever and still no wedding plans, about Ned and Betty and how they were almost inseparable all of the sudden, about Steve and Bucky and how the ex russian assassin was getting used to the future, about her own lack of romantic prospects. About how she always started thinking about awesome things and then somehow managed to bring herself down. Good job Penny. 

She swung around the city trying to just do a single loop of her favorite possible spots when she suddenly saw a flash of white out of the corner of her vision. She flipped about and scanned the area only to see a dark clad figure moving smoothly across the rooftops, a flash of white trailing it like a flag. Her vision was pretty acute but still not perfect in the dark so she activated the zoom function of her mask. Thank you genius mentor for the awesome tech. The picture zoomed in and it took Penny a moment to stabilize her swinging and reacquire the target. The flash of white was a flowing mane of hair on an otherwise black clad figure. From the way it moved and its general shape it was a girl. A very fast girl. Penny almost crashed as she had to return to normal view to see properly. The girl with the white hair was crossing buildings faster than even Steve was able to. Interesting. Penny trailed her quietly for a bit, using the sound suppression in her web shooters and letting her suit darken to reduce the chance of reflection. Did she mention awesome tech? 

The girl skipped across two more rooftops, making leaps that had to have been fifteen to twenty feet look easy. Penny could have done it, and maybe Thor, that dude could jump, but no unenhanced person was going to make that. Penny stuck herself to a taller building nearby and settled in to watch with curiosity. Maybe this was a new vigilante. After the Devil of Hell’s Kitchen, and that glowy fist guy downtown Penny wouldn’t be surprised. Of course with her luck…. The figure stopped on the roof of the Oscorp storage facility Penny had been passing on her regular route, and the black clad girl began to fiddle with the doorway leading into the building. Penny sighed. Unless the person in question had a key that was just not working she had a break and enter on her hands. With an enhanced thief. Awesome. Well hopefully she could end this quickly. Penny leapt off her building in a perfect arc, firing a web at the potential thief below. Except the thief moved. Penny started to drop toward the rooftop and started to fire several strands of web in quick succession. The figure below began an amazing acrobatic performance of flips, cartwheels and slides, avoiding every single web line with impossible agility. As she hit the rooftop Penny tried a combination of shots she had used to trip Natasha up in training several times. It was designed to hem a person in and then catch them with a surprise shot in a seemingly random area. It worked on Natasha about two times out of three, which Penny counted as a win. As the web flew towards the spot the dodging thief would have to land after her last flip the impossible happened again. The girl somehow twisted in such a way that she landed short of the final web and back flipped onto the top of a nearby exhaust unit. She crouched there, breathing hard. Penny sat in shock for a second as the girl looked up at her. 

“Spidergirl!” the stranger exclaimed, suddenly straightening. Penny froze momentarily in puzzlement, most of the time when she was trying to catch a bad guy they said Spidergirl with much less excitement. And usually with an “Oh Shit!” in front of her name. Penny took a good look at the woman in front of her. She was slightly taller than Penny and she seemed to be clothed completely in black leather? Maybe pleather? It seemed really shiny. And tight. Really tight. Her white hair stood out like a halo in the reflected light from the street lamps and she was wearing a mask that covered from her cheekbones up to her forehead, The eyes were covered by white lenses and the edges of the mask came up into cute points. Wait, did she just think they were cute? Try to focus, Penny. One thing was for sure though Penny was twice as amazed that this thief could move so well seeing as she was extremely well endowed. As if reading her mind, the girl reached up to the top of her suit and grabbed a zipper between two gloved fingers. 

“Hope you don’t mind,” she said, “It gets hot, all that moving around in all this leather.” Her voice was doing strange things to Penny’s insides. It was low and rough and had just an edge of sensual fire to it. As the leather clad (possibly) thief pulled her zipper down, Penny couldn’t quite help from following it with her eyes. An expanse of pale cleavage was exposed to the night and Penny felt her throat go dry. “I guess you got me Spider,” crooned the girl, a small smirk on her very pink lipped mouth, causing Penny to swing her gaze between those plump lips and the nearly impossible to ignore exposed flesh. The girl walked towards Penny with entirely too much hip swaying for Penny’s mental clarity, her mouth was making shapes but her brain wasn’t sending any words through it. 

‘Whh..I..Umm.” Penny stammered, trying to regather her thoughts. 

“Oh I’m sorry,” the girl said, “where are my manners, you can call me Cat.” She stopped right in front of the still paralyzed Penny and smiled sweetly placing her hands behind her back, which forced her chest out even further, which in turn forced Penny to temporarily forget how to breathe. “What’s the matter? Cat got your tongue?” the girl, apparently named Cat said, giggling. Actual giggling. 

“That’s right, rumors say you’re deaf. I guess I should try to enunciate better.” She slowly ran a very wet looking pink tongue along her lips. “Are you going to tie me up and carry me away Spidergirl?” she asked teasingly. Penny tried to shake herself out of her stupor but this girl was just so forward and so blatantly sensual. And Penny had never had to deal with someone like that before. Natasha could be vampy when she wanted but she tended to turn that off around Penny. 

“Those lenses of yours are so expressive, I can almost see exactly where you’re looking, you know?” Penny dragged her eyes away from Cat’s cleavage in alarm. Cat grinned again like she’d just won something, she sidled even closer and Penny quickly straightened up to be at an equal height. 

“You know what I think?” Cat was whispering now, the distance between them slowly shrinking, “I think you like me.” She delivered this in a little sing-song voice. “I’ll tell you a secret, I like you too. I always have.” Her lips were mere inches away now, her own featureless lenses locked onto Penny’s eyes. “I secretly hoped you would find me.” Penny swallowed thickly as Cat’s breasts made contact with her own significantly smaller bosom. “I wonder what you look like under there? I bet you’re pretty. I bet you’re the prettiest girl ever. I want to know what color your eyes are.” Cat leaned forward and just when Penny was sure she was going to kiss her she bent her head around to the side right against Penny’s ear and whispered oh so quietly, “If you show me yours, I’ll show you mine.” She then let out a little shuddering breath that had them rubbing against each other in a very interesting fashion and Penny nearly lost it right there. She started to reach for Cat but the (probably not) thief was suddenly out of reach. 

“Not without a first date.” she scolded playfully. “Play a game with me Spider, it’s called hide and seek.” She backed up towards the side of the building and reached down to the zipper which had slowly been losing the battle to contain her impressive breasts. She pulled it up tight to the top of the suit and gave another playful lick of her lips. “I hope you can find me again.” And with that she leapt backwards off the roof. Penny was frozen for another fraction of a second and by the time she remembered how to move she ran to the edge of the roof and looked down into the alley. Cat was nowhere to be found. 

Penny suddenly realized that Karen had been trying to get her attention for some time. Apparently her pulse was increased and erratic and her blood pressure was higher than normal. That would explain why she felt so hot. So very hot. Karen was seconds away from contacting Mr. Stark due to Penny not responding. And the (definitely not a) thief had escaped. 

“Cancel alarm Karen,” Penny choked out. “Also run Leeds protocol for the last fifteen minutes.” 

”Leeds protocol enabled Penny. All surveillance footage for fifteen minutes has been erased from Friday’s servers and stored to your private laptop.” Penny sighed, the last thing she needed was the Avengers reviewing that little encounter. She was still too hot. She started to swing away but couldn’t help doing a wide spiral of the area, hoping to catch a glimpse of the black-clad Cat again. With no such luck, and with the temperature in her suit seeming to be set on super hot she began to swing back towards the tower. 

“Karen what’s wrong with the heater? Why is it so hot in here?” she gasped out feeling sweat run down her back and belly. 

“Temperature controls show everything is normal. Temperature hasn’t changed. I believe you are feeling the effects of the increased heart rate. Should I alert medical personnel?”

“No! No medical persons needed! Let's just get back to the tower.” Penny took the shortest route straight back to the tower and quickly slipped into her private chamber. “Friday full privacy!” she nearly shouted as she stripped out of her sweat soaked suit. She turned the shower on to cold and stepped out of her underwear. She plunged herself under the cold water and the sudden chill seemed to knock her brain back into action. She stood under the flow for several minutes trying to calm her rushing blood. Her ears were full of white noise and no matter how much cold water ran over her the heat kept building below her belly. She whimpered until she finally lost control and reached down. She clenched her other hand on the wall as she closed her eyes and remembered pale skin, white hair and that sultry voice whispering.

“I’ll show you mine, if you show me yours.”

It was over an hour later that a boneless and very confused Penny stepped out of her quarters dressed in very baggy sweats and the softest t-shirt she could find. She was feeling oversensitive and slightly ashamed. She had never lost control like that before. There was a handprint in her bathroom tile! How was she supposed to explain that? She headed to the ladies floor common kitchen, hoping it would be empty this close to three AM. She walked into the kitchen and pulled up short. She should have asked Friday.

“Hey Pen. How’s your night going? Don’t mind me I’m just wandering around my tower at night trying to work out what a Leed’s protocol is and how it managed to delete fifteen minutes of Friday’s surveillance footage.” Mr. Stark looked more intrigued than angry, but Penny was still unsure why he was bringing this up already . It had only been like an hour. Maybe a little more. She had kind of lost track in the shower. Don’t think about that in front of Mr. Stark!

“How...wha..umm...hey Mr.Stark, I umm were you watching my footage?” She hoped she sounded more curious than anything else, she hadn’t been this tongue tied around her mentor for some time though so he was certain to know something was up. 

“Your footage hey? So that little program was designed to hide things you didn’t want us to see?” Tony cocked one eyebrow. “Because it seems to have erased all of the footage from all of Friday’s tower cameras as well as your suit footage and the footage from all the other Avenger’s recording tech. Which was all turned off so we only lost tower footage for fifteen minutes. Which set off the alarm. Which then called Happy, because he still thinks he's the forehead of security, which made him panic. And then I got called and had to get up from a very warm bed and an even warmer Pepper to try to figure out who was tampering with Friday. Who by the way is quite unhappy with your friend Ned.”

“Oh geez Mr. Stark! I’m sorry it was only supposed to erase my suit backup footage.” Penny exclaimed. Sitting down with a thump at the table. 

“So you were trying to hide something from me. Fess up spiderling. What’s going on? You’ve been pretty focused lately.” Tony watched her with true concern, which was so much worse than anger. Better than the disappointment though. And the thing with Black Cat would probably lead to disappointment. And explanations Penny was so not getting into with Mr. Stark. Ever. 

“It’s not like that Mr. Stark. Sometimes there’s just things that happen out there that I really don’t want to be preserved. Kinda like that video you made of me dancing with Wanda. You know. It’s just a privacy thing. Nothing important.” Penny fidgeted with her fingers, trying really hard to believe herself. Natasha said half of good lying was making yourself believe it was true. 

“Shielding yourself from embarrassment eh? Now that I can understand. Some weirdo villain kicked your ass? Like that stilt guy maybe? It happens to the best of us, Pen. Did I ever tell you about the time I got attacked by a guy who, no word of a lie, called himself The Unicorn? Dressed in a horrible green unitard and had an industrial laser strapped to his forehead!” Penny tried to listen to Mr. Stark’s personal tale of embarrassment and redemption, but her mind was wandering. Wandering to pale, soft looking skin. Waves of white hair and whispers. And the feel of amazingly soft breasts slowly sliding against hers. Heat began to build up below her belly again. Her eyes snapped open and she stood up hurriedly. The chair she was on slid across the kitchen floor and slammed into the far wall. It broke of course because that was how today was going. Mr. Stark had frozen mid monologue and was staring at Penny in shock.

“I think I need to go see Dr. Cho, Mr. Stark. I think I’ve been dosed with pheromones or something!” she nearly yelled. And then she ran back to her room, slammed the door and got back into the shower, leaving Tony with his mouth hanging open in the kitchen.


	5. Chapter 5

Penny sat fidgeting in one of the examination rooms of the Avengers private medical floor. She was dressed in one of those uncomfortably flimsy paper gowns that it was mandatory to wear there, even though she was just giving blood samples. She was sure Dr. Cho was some kind of sadist. She wondered if Steve had to wear one of these things. Probably not. She quickly stopped chewing her fingernails as the door to the laboratory sections opened up and Dr. Helen Cho, the Avengers personal super doctor walked in reviewing some papers on a clipboard. With their enhancements none of the members of the team wanted to risk having their information spread any farther than these four walls. 

“I’ve run every conceivable screen of your blood Ms. Parker, there are no toxins or unidentifiable compounds present.” Dr. Cho stated matter of factly. 

“Nothing?” Penny demanded, “that’s not possible doctor, I mean it was like I was completely forced to….” She began to make vague gestures in the air. Helen just raised one eyebrow questioningly. “You know,” Penny tried again, making vaguely stroking motions in the air and trying to glance meaningfully down towards her lap area. 

“Masturbate?” Helen tried curiously.

“Yeah.” Penny replied, letting out a breath. “That.”

“It’s not unusual for a girl your age to get the urge to explore your sexuality Ms. Parker. I don’t see what that has to do with me at all. Unless you need to talk about….things?” Dr. Cho’s tone of voice wavered near the end of the sentence as if she was really hoping that there would be no discussion about...things.

“It’s not normal! I had to..” Penny made the same vague motions again.

“Masturbate?” Dr. Cho supplied again.

“Yeah that, five times. And I keep having to..” again the hand motions.

“Masturbate.” Helen’s voice was much drier now. 

“Like a lot.” Penny finished lamely. Dr. Cho nodded and referred to her clipboard again. “If it’s not chemical or biological in nature, could it be some kind of mind power? Like some kind of naughty hypnosis?” Penny asked plaintively.

“While I have no medical test for ‘naughty hypnosis’, that would be more Ms.Maximoff’s area of expertise, these test results are indicative of increased hormone production well within the parameters of late stage puberty. The...difficulties...you are experiencing may be related to the fact that your particular hormones are being produced by enhanced glands. They are far more powerful than any other sample of similar hormones I have ever seen.”

“More powerful?” Penny asked wide-eyed, “Are you saying I’ve developed a new power and it’s..what? The ability to get super horny?”

“What I’m saying is that you are experiencing an increased libido as a result of the production of enhanced hormones that include a form of estrogen that is roughly five times as powerful as an unenhanced young woman of your same age and health.” Dr. Cho answered.

“Just call it super horny.”Penny said dejectedly. “It’s more concise. So is there anything I can do about it? Or am I going to keep having to..” 

“Masturbate.” Helen supplied, before Penny could provide the hand motion. “It seems like the only thing to do. Unless you have a partner.”

Penny stared at the doctor in shock. “I’m only sixteen!”

“Never stopped me.” Helen shrugged. Penny just gaped at her. “It is possible I could come up with a compound to counteract the increased hormone levels in your system. However I am very uneasy with the idea of messing with any phase of your physical development. The hormones are most likely needed for the proper development of your enhanced system.”

Penny thanked the doctor sullenly. She would still try Wanda. It might be mind magic right? Penny got dressed behind a screen and walked out of the exam room with Dr. Cho right behind her. She was slightly surprised to find Steve and Tony standing against the wall just outside the door. Tony straightened up and looked to the doctor, one eyebrow raised as if in question. 

“What’s wrong with our girl doc?” he asked. Steve stepped up to hear the answer as well. Penny supposed that as leader of the Avengers he would need to find out if there were any health issues with one of his teammates. Dr. Cho looked at the two concerned men with her professional face on.

“All tests for foreign compounds in her bloodstream have turned up nothing. She is in her usual perfect health.” Dr. Cho stated in an even tone. “It appears that she was just super horny.”

Normally Penny would have had an awesome time watching the way the two men’s faces rippled with rapidly changing emotions, shock, confusion, comprehension, more shock, and then embarrassment. Normally it would have been funny. Unfortunately Penny was sharing in the rapid emotional rollercoaster, as well as considering the fact that Dr. Helen Cho may actually be working for Hydra. Tony was standing there staring at Dr. Cho, one hand making vague repetitive circles in the air holding his ever present sunglasses, while his mouth opened and closed in a horrible imitation of a fish. Steve had turned as red as Penny’s suit and was thoroughly studying some very fascinating spot over Penny’s left shoulder. Penny felt as though her head was on fire with all the blood that had suddenly rushed to her face. She stared in horror at the two men she admired most in the world for what seemed like a year but was actually more like three seconds, turned away and began walking towards the elevator. 

“Umm...I’m just...going to..” she made a vague gesture towards the elevator. 

“Masturbate?” Dr. Cho responded helpfully. Penny let out a sound like a choking seagull and started to walk faster. She was still close enough to hear Tony’s strangled “Oh God!” as well as Steve’s indignant “Dr. Cho!” to which the doctor answered simply “What?” in a puzzled tone. 

Penny jumped into the elevator and pushed her face into the nearest wall. Dr. Cho was definitely Hydra. She rode the elevator to her floor and walked straight to her room not looking up from the ground once. As soon as she was in her room she threw herself down on her bed and screamed long and loud into her pillow. That felt a little better. From her central storage unit built into Penny’s room’s wall Karen’s pleasant voice emanated.

“Are you ok, Penny? You seem very agitated.” Penny mumbled into her pillow extensively, there may have been swear words and threats of dismemberment against a certain Hydra doctor. “I am sorry Penny, I can’t understand you when you talk to your pillow like that. What can I do to help you?” 

Turning from the pillow Penny asked, “Can you see if Wanda is available and ask her to come up to my room please? And try to keep it secret Karen, please.” As she waited for her answer Penny tried to plan out how she could live the rest of her life without ever seeing Tony or Steve again. Maybe she could move to Hawaii. 

“Wanda is on her way up Penny,” Friday’s voice supplied, “she is alone and no one else has been alerted to your request.” 

“Thanks Friday, you’re the best.” Penny said. She sat and waited for her friend to arrive and hopefully help her solve this mess. There was no way she was going to keep living her life needing to...shower...six times a day.

A little while later Penny sat on the bright loveseat that was a part of her room’s furnishings, Wanda sat on the other side of it and they were facing one another. Wanda had stared intently at Penny for several minutes. Penny couldn’t feel anything happening and was starting to wonder if Wanda was actually doing anything. Wanda frowned.

“I am doing something!” she stated, sounding slightly offended. 

“Sorry Wanda,” Penny apologized, “I’m just really worried.”

“Understandable.” Wanda said, “It can be very frightening to think that someone else has been inside your thoughts, let alone the idea they may have tampered with your emotions.” Wanda had a slightly guilty expression. Her powers were frightening and many people were very uncomfortable being around her. Penny had never been one of those people and the idea that someone had damaged the trust that Penny’s mind and emotions were her own was disturbing to the young woman. “I can’t detect anything affecting you presently. However there is something we could try. If you want?”

“I’m willing to try almost anything.” Penny admitted. She was really hoping that she would be able to stop being a slave to her super hormones because otherwise she was never leaving her room again. 

“Alright,” Wanda continued, her eastern European accent making her words seem gentler, “what I want you to do is to try to remember the exact moment you think that this event may have occurred. The human mind is an amazing thing and I should be able to track any hostile or invasive external forces through your mind’s record of that time.” Penny nodded and Wanda reached out and placed two fingers on each of Penny’s temples. “Just close your eyes, breath deeply, remember, and let me guide you.”

Wanda’s voice seemed to push Penny back through the darkness in her mind and she found herself standing on the rooftop. Cat was swaying over to her, her cleavage on display. The memory was so detailed that Penny could pick out every wisp of Cat’s hair as it floated cloudlike about her head. The memory played out, the one sided conversation, the teasing, Cat’s sudden retreat, and then the way Cat looked as she stood at the edge of the roof.

“I hope you can find me again.” The words swept through Penny just like the first time. She could feel her pulse racing, her heart pounding, the heat building. 

Suddenly it all stopped. Penny’s eyes snapped open and she stared at Wanda who was pulled back away from her as far as the little loveseat would allow. She had one of Penny’s throw pillows gripped tightly in both hands and seemed to be using it to shield her lap. The air was thick with tension. Penny was all hot and bothered again, just like she had been after meeting the real Cat. She felt dry and licked her lips. Wanda’s eyes flicked down, watching the movement with unusual attention until she wrenched her eyes away and found a particularly interesting ceiling tile to stare at. Her mouth opened but only a soft croak emerged. She cleared her throat, still refusing to look at Penny, and tried again.

“That….she…..you.” She looked down at Penny again and swallowed heavily. Her words were thick with her accent, thicker than Penny had ever heard before. She slowly began to get to her feet, the pillow clutched in front of her like it was Captain America’s shield. “There was nothing there that wasn’t you, Penny. That was really all it was. Those are your feelings. I need to go!” Wanda scuttled backwards to the door and fumbled behind her with one hand, clutching her shield with the other. As the door opened Wanda looked at Penny again. “You umm, you should find her.” She turned and bolted into the hallway, tossing the pillow behind her. As the door swung shut Penny heard Wanda one last time. “Friday, please have Vision meet me in my room. Tell him it’s an emergency!”

As soon as the door was fully closed Penny jumped to her feet and bolted to the bathroom. It was a very long shower.

Much later that night Penny sat moping on her bed. She had not gone down to dinner earlier and had refused anything until Clint finally brought a tray up to the door and left it outside. She still waited until Friday said that he had left the floor before opening the door and grabbing the food. She was really hungry. She even cancelled the girl's night with her aunt. She didn’t want to lie to May so she told her that there was something happening to her that she wanted to try to deal with herself and that once she had figured some things out she would tell her everything. She had messaged Shuri in Wakanda and had her friend send her some particularly difficult science problems to work through and spent her time concentrating fiercely. Thoughts of pale skin, the feel of soft curves and the sound of whispered words were constantly intruding and making the work even more difficult. She and Shuri had spent almost an hour talking, the gift of distance making it easier to tell her friend about her problem. Shuri listened and didn’t try to make Penny feel bad about it at all. In fact the two girls had gone off on a tangent about what kind of machine they could invent to help with Penny’s problem. By the end of the conversation they were both exhausted from laughing and very red in the face as their ideas got more and more outlandish. What a way to waste vibranium though. The laughter had died quickly though now with Penny shut away in her room, never to leave the confines of her protected zone again. There were too many people outside that she would probably never be able to look in the eye again. Friday’s voice intruded. 

“Natasha is here to see you Penny. She says I should let her in so she doesn’t have to break me. Please may I let her in?” If an AI could sound pleading, then Friday sounded pleading. Come to think of it that just proved an AI could sound pleading. 

“Just let her in, Friday. And that was a really good emotion emulation!” No matter what else, Penny was still a science nerd. The door swung open and Natasha stood there, clad in fuzzy pyjamas and holding a tub of ice cream and two spoons. She stepped in and jumped onto the end of Penny’s bed with a little bounce.

“Alright little spider, spill. You’re hiding, Tony’s hiding, Steve has been turning red every time you’re mentioned and no one has seen Wanda and Vision since she left your room.” Penny covered her face in her hands. Maybe she was contagious. 

“You should probably leave Nat. I think it might be catching.” Of course Natasha Romanoff did not give up easily. She just shrugged, moved around on the bed so they were sitting shoulder to shoulder and handed Penny a spoon. 

“Well then share my ice cream?” Penny peeked out from between her fingers. 

“Please tell me it isn’t that black licorice and cherry monstrosity they named after you?” She perked up immediately when Nat turned the carton to show the “Hulk-A Hulk-A Burnin Fudge” label. Penny grabbed the spoon and the two spider-themed superheroes slowly started to work their way through the tub of ice cream. Natasha slowly coaxed the story out of Penny, although Penny kept the identity of the mystery woman to herself. Black Cat was hers, no matter how bad she might be for Penny. 

“Alright you’re a teenager with overactive hormones. Nothing unusual about that. It happens to a lot of people. Hell, Tony Stark had a book written about his overactive hormone phase.” Penny gave Nat the side eye to show that she was not impressed with this information. 

“How am I supposed to fight crime if I’m done in by a low cut top or a set of wicked abs?” she asked, voice thick with frustration. Nat seemed to think about this. 

“Well do I affect you that way? I notice when you stare at my ass.” Penny swallowed an overly large spoonful of ice cream in surprise.

“Gahk, that’s not the same thing at all! You’re my sister! That would be gross!” Penny was all wide-eyed with indignation. Natasha suddenly got a soft look in her eyes and smiled at Penny. She jabbed her elbow into Penny’s ribs causing the younger girl to squeal and jump. “Okay, okay. You have a really nice ass. And no it doesn’t make me need to shower. I’ve never needed to shower this much before.” 

“Are you seriously going to keep calling it showering? Because I think people will soon catch on to that and then after every mission poor Steve is going to tell everyone to hit the showers and his poor little head is going to explode. Every time. It’ll be fun.” Penny flushed, she had most definitely not thought about that. 

“Nat please! Can’t you think of something that can help me?” Penny almost had tears in her eyes and Natasha took pity on her. 

“Alright. I think you have to treat this the way you do any other ability. When you got super strength you practised until you could control it. When you got super senses you learned to tune out the too louds and the too light. When we figured out your sixth sense..”

“Spider sense!” Penny interrupted. Nat just pursed her lips and narrowed her eyes at Penny.

“I’m still not calling it that. Anyway when you figured out how to practise that you got better control of it. This is just one more enhanced sense you need to learn to control.” Penny sat back against the headboard and thought about it.

“How am I supposed to practice being super horny?” She said. Natasha nearly spit ice cream across the room. She had to sit up and cover her mouth until she regained control. Penny felt herself turning red. 

“I was thinking more along the lines of exercising your libido until you could control it. Mostly with vigorous and repeated practise…..showering.” Natasha suddenly got a sly look on her face. “Speaking of showering there is one secret I can share with you, but only because you’re my sister and if you tell anyone else I will deny it over your grave.” Penny was suddenly all ears. “Did you know that all of the showers in the private rooms have detachable, multi setting, oscillating massage shower heads?”

What followed was a very detailed step by step description of how to use the aforementioned shower head for extensive practise. With Natasha posing in various ways to show how to get the best angles. Penny sat there, mouth hanging open the whole time just staring with a glassy look in her eyes. Once the visual demonstration was over Natasha looked carefully at Penny. She hadn’t held much back, intentionally pushing the boundaries to see what effect it would have on her young friend. Surprisingly Penny, although excited, wasn’t anywhere near as worked up as she had been from a few simple words from a black leather clad stranger. While relieved that Penny wasn’t going to easily fall for any type of suggestive behaviour, she did feel a little bit professionally insulted. She followed this up with several comparison discussions of all the heroes on the Avengers and their best features. They were debating what was better, Sam’s abs or Clint’s ass when Nat looked over at Penny, who had a silly grin on her face but was otherwise collected.

“So it’s not as easy as you made it sound.” Penny frowned and looked at Nat in puzzlement. “I’ve really been trying hard to break your resolve here and you’re handling it just fine. I don’t think it’s any low cut top or set of hot abs that is your weakness. I think it’s a lot more specific. So as your sister and best spider friend I need you to take a deep breath and tell me about this mystery girl. I can keep it a secret.” Penny stared wide-eyed at Nat and her thoughts turned inevitably toward Cat, the night was late and the two friends were snuggled up in Penny’s bed. Before she could second guess herself she slowly began to tell Nat everything. From the moment she had seen Cat until the moment Cat had jumped off the roof with that enigmatic dare. As she talked she got more and more worked up, until she was hovering on the edge of her bed and casting longing glances at the bathroom door. Natasha took pity on both of them and just nodded. 

“I’m going to look into her, but I won’t do anything until I tell you about it. Right now I’m going to get out of your hair because I can see you need some alone time. It’s going to be alright Penny. We’ll figure it out.” Natasha said. She jumped out of bed, stopping to press a light kiss to Penny’s head, and headed to the door, she turned before leaving with a small smile and said “That’s what sisters do.” And then she was gone.

Penny ran into the shower intent on ‘practising’ a few times before bed. And that’s how she broke her shower head. 

A couple of days passed. Penny hid in her room and continued to avoid everyone. With the death of her shower and the realization of the cause of her overwhelming lust she was able to focus on other things. She logged onto her server and worked feverishly on the project folders Mr. Stark had set up for her. She stayed concentrated and tried very hard to banish any and all thoughts of the black Cat that had crossed her path. It rarely worked and by the time the second day was almost half over she was frantic with built up frustration. It was in this state that she was found when Friday announced that “Boss is heading your way.” Penny closed her eyes and tried not to cry. She knew he’d come around sooner or later. She had hoped it would be later, like much later. She pulled herself out of bed and pulled a big baggy housecoat over her pyjamas. Pyjamas she had been exclusively wearing for two days, without a shower. Just awesome. She walked over to the door and pulled it open just as Mr. Stark was about to knock. Penny gave him her best petulant teenage girl look and raised one eyebrow. 

“Now don’t be too welcoming. I mean here I am, your awesome and amazing boss, taking time out of my busy schedule to help out my favorite intern.” Penny heard some sounds of dragging and bumping coming from further down the hall. She stuck her head out the door and saw DUM-E dragging a large crate that had been set on a wheeled cart down the hall. 

“What’s that?” she asked, curious now. Mr.Stark grinned at her. 

“That, my dear spiderling, is the first, the only, Stark Industries ladies’ self-satisfaction super shower! Designed and approved by Natasha and Wanda. Well, they designed, like, ten percent. Maybe five. They had some ideas, I guess.” He waggled his eyebrows suggestively. Penny felt herself turn as red as she had ever been.

“No. No no no no. All the no! No way Mr. Stark.” She started to go back into her room and tried to shut the door. Tony stuck his foot in the doorway and gave a yelp when it was squished between the door and the frame. Penny gasped and jumped back instantly “I’m so sorry Mr. Stark! Did I hurt you? Oh god I didn’t mean to.” Tony just grinned. 

“Nope. Just fine. You have great reflexes. Alright let's start installing this thing.” He stepped into Penny’s room and DUM-E dragged the crate in behind him. Anticipating the robots lack of fine motor skill the wheeled cart was surrounded with foam bumpers and DUM-E kept banging it on everything it was physically possible to bang it on. Penny just stood there looking dumbfounded as Tony kept talking. 

“I know we had a bit of an embarrassing moment there Pen, not gonna lie, I could have done without that. However now that I know what’s up I am here to help. This is the world’s most advanced shower and self…..umm….help? Unit. I designed it myself and I have never designed a shower before. Which, come to think of it, is weird. You would think with all the time I spend dirty I’d have figured out a better way to get clean. Huh. Of course the beauty of this particular unit is it gets you clean while you get dirty!” Tony chuckled at his own joke. Penny tried to sink into the floor. 

“Can we, like, never talk about this. Like ever again? Please Mr. Stark?” She asked plaintively. 

“Rest assured, my randy little protege, as soon as I finish putting this in I am totally going to build one of those Russian memory erase chairs for myself.” Tony quipped, DUM-E had finally gotten the crate in place and was busy pulling various bits and pieces out of it. Tony turned to Penny with a straight face now. “Seriously Pen, I know this can’t be easy for you but I am here for anything you need. Even if it is something you’d rather avoid. I have spent too much of my life trying to avoid things. I won’t avoid you, and I would really like it if you didn’t avoid me. Natasha helped me design this and it is supposed to help you come to terms with the way you’re developing. I don’t think anyone else in the world can know exactly what you’re going through right now. You’re the youngest enhanced person we’ve ever encountered so there’s no road map for this. So if you need a special shower then I’m going to build you a special shower. And I’m going to install it myself because I don’t trust anyone else to do it and keep their mouth shut about it. You’re important, Pen. Never doubt that.” He smiled wryly at Penny and she felt tears building up. She tried to hold them back and rushed forward to hug Tony. It had been a long time. He wrapped one arm around her and squeezed, planting a small kiss on the top of her head. He stepped back a little slower than usual and his tender smile turned into a smirk. “Now let's set up your self-satisfaction super shower.” Penny laughed and turned red at the same time.


	6. Chapter 6

**Notes for the Chapter:**

> A big thank you to everyone who is reading and everyone who is leaving kudos.

Summer in New York was Penny’s favorite time. Deciding that she wasn’t going to miss any more chances to be with her friends, Penny made the effort to leave her room in the tower. She met up with Ned and MJ at one of their favorite little cafes in Queens. The day was clear and hot. The best thing about summer was that it wasn't cold. Penny hated being cold. The trio had been talking about how Ned’s relationship with Betty was going (good) and how MJ’s attempts to impress the entry committee at Ithaca was coming along (not so good). Penny avoided talking about her recent problems, which were more (or less) under control. As long as she didn’t think too much about Cat, mmm Cat. Penny shook her head and looked up at Ned.

“Sorry what?” she asked. Ned and MJ shared a look. 

“What’s going on Penny? I’ve never known you to just space out like this. And you’ve been doing it all day.” Ned’s voice was full of concern. 

Penny sighed looking at her friends, “It’s really complicated guys, and I don’t want to get into it too much. Let’s just leave for now, okay?” The pair shared another look, like they had been all day. Penny wondered if she was really acting that weird but decided to try to play it off. The group noticed someone approaching them, Ned grimacing slightly. Penny turned to look over her shoulder and saw Harry Osborn.

“Hello everyone,” Harry said, smiling. Ned and MJ gave tepid greetings. They knew how Harry’s presence affected Penny, so they were both surprised when Penny simply waved at Harry.

“Hey Harry, how’s your summer going?” Penny hadn’t gotten all fake cheery or anything, just a casual hello. Even Harry himself was a little taken aback by this, but true to form he recovered quickly. 

“Umm well it’s been good so far. Mom has almost finished cleaning up what’s left of Oscorp and the merger between her and Stark will be official soon. I can’t believe it’s gone so easily. Especially with all the problems we’ve been having.” He seated himself at the table and ordered a coffee from the waitress. He looked around carefully, seeing that they were fairly isolated in the corner of the cafe. He lowered his voice, “I’m actually surprised to see you here, I kind of thought you’d be out hunting the Black Cat.”

Penny froze slightly, “Wha..umm how...I’m umm not sure what you mean?” She could feel herself flushing and was trying really hard to suppress it. 

“Haven’t you heard?” Harry asked. He pulled out his phone and opened his web browser. He turned it so the trio could see the screen. It was playing a news story from the night before, when a jewelry store had been broken into. The strange thing was that the only thing that had been taken was a single diamond brooch in the shape of a spider. Since Spidergirl had debuted there had been a massive upswell in spider themed merchandise. The Spidergirl insignia was trademarked by the Avengers through Stark Industries, but that didn’t stop people from making knock offs. The truly bizarre part of the story was that apparently no alarms had been set off and it might even had gone unnoticed except for the fact someone had spray painted the image of a black cat head onto the wall, underneath in stenciled letters were the words ‘Come find me Spider’ with an exaggerated heart beside it. Harry went on to explain how there had been similar thefts occurring in the city, sometimes two a night, since the Saturday before last. Penny felt herself getting all warm inside. Cat had been playing with her. And Penny had been hiding in her room! The chair rocked back as she shot to her feet. 

“Where do you think you’re going?” MJ asked with a cocked eyebrow.

“Umm, well obviously I need to go catch this..umm..person. Yeah gotta go, you know, do the thing.” she gestured vaguely. 

“It’s like one thirty on a Tuesday. I highly doubt that a cat burglar is going to be breaking into any jewelry stores at this time of day.” MJ replied dryly. She could tell something was up. 

“Yeah come on Penny.” Ned whined, “We haven't hung out at all yet this summer. I told Betty I was spending all day with you guys.” He tried his puppy dog eyes on Penny. She felt genuine laughter bubble up inside her. 

“Besides, rich boy showed up so we can do some really cool stuff.” MJ nudged Harry with her foot, grinning to show that she was joking. 

Harry shrugged and looked slightly embarrassed. “Actually since all of my father’s assets are still frozen until after the merger I am actually not that rich right now.” 

“That sucks, Harry,” MJ said, as close to apologizing as she ever got. 

“Well we never needed a lot of money before Harry came along,” Penny stated, “I think we should show him how we had fun in the old days.” The group eagerly agreed with this and the four friends spent the rest of the afternoon walking around people watching and just talking. It had been a long time since Penny had just let herself be a normal teenager, and except when they stopped for lunch and she ate an entire extra large pizza while the rest of the group barely managed one between them, she almost forgot that she wasn’t. As the day got later first Harry and then Ned bowed out after receiving texts from their respective girlfriends. Penny gave them both hearty farewells and started walking with MJ towards her place. The sun had gone down a little while ago and the two friends enjoyed the dusk until MJ broke the comfortable silence.

“I’m impressed Pen, you handled being around Harry really well today. Either you’re getting a lot better at hiding it or you finally got over him. Which is it?” MJ asked, bringing up the subject she had been dying to address all day.

“I think I just realized that what we had was alright, but I kind of want a lot more than just alright. It hurt that he moved on so fast. It made me feel like I wasn’t worth it, but I finally realized that he never meant to make me feel like that, he just found something amazing and he couldn’t resist. I’m actually really happy for him and Liz. They are really great for each other. I think they can understand each other better than anyone else would. It can’t be easy to have a super villain as a father.” She said thoughtfully. 

“No regrets?” MJ asked.

“Hmm. No, I don’t think so. Harry helped me to learn a lot about myself. I almost made a really stupid decision because of him, but I didn’t. So I figure it was worth it just to have had the chance to realize I’m strong enough to be myself despite what someone else might want.” Penny explained. “Anyway enough about me, what's going on with you? We’ve all been so busy lately. What keeps MJ going?” 

MJ shrugged casually. “There's a thing. I’m not off being all emo in my room because all my friends are out living life. I have lots of time to figure it out. Besides I really want to be a reporter and it’s not easy to get into Ithaca, I think that should be my focus.” 

Penny wondered what the thing was but the way MJ talked about it she knew there wasn’t any more information forthcoming. She shrugged it off as they reached MJ’s apartment building.

MJ cocked an eye at Penny. “Do I need to ask what you’re going off to do?”

“What do you mean?” Penny asked, trying to sound innocent.

“I mean are you going off after this Black Cat?” MJ asked. She was looking really intently at Penny now. And of course Penny was suddenly thinking of Cat. And thinking of Cat made Penny all hot inside, and when she was all hot inside her face changed a variety of colors. There was a reason she wore her mask on poker nights. MJ just nodded thoughtfully to herself. “Careful Pen. See you later.” And she went inside. That wasn’t ominous at all. Penny didn’t waste any time though, she ducked into a nearby alley, had Karen do a scan, and moments later Spidergirl was swinging through the air. 

“Karen, give me a city map and highlight Black Cat related robberies.” She asked her AI, her voice holding more positive tones than it had in awhile. The day with her friends, the realization that thinking about Harry and Liz didn’t sting anymore, and just as importantly, the idea of seeing Cat again, had her feeling really good. As Karen brought up the requested information, Penny split her attention between the screen of information and her route through the city. She swung about to land on a taller building near the docks as she realized what the pattern on the map was showing her. 

“Karen, can you connect these points with a black highlight please.”The points on the map were joined. Apparently Cat had been busy. In the nine days since she and Penny had had their run in, there had been fourteen robberies marked with the Black Cat symbol, all tagged with the same message as the one Harry had shown them earlier that day. Complete with the cartoonish heart. Penny knew she should be more cautious but it was so hard not to want to see Cat again, to hear that voice that had sent those delightful shivers up her back. Focus Penny! The last thing she needed was to swing into the side of a building or something while patrolling. Returning her attention to the map and it’s glowing points Penny chuckled to herself. The little map had a very distinct outline of a cat’s head traced onto it. If Cat was trying to hide her pattern she was really bad at it. Which had Penny suddenly concerned, if it was this easy to see the pattern there was no way the police wouldn’t figure it out. And for some reason, even though stealing was obviously wrong, the idea of Cat being arrested was not one Penny wanted to entertain. 

“Karen, can you do a media search and maybe ask Friday to help and see what the police have on these robberies?” Penny shot into the sky again, crossing the bridge and swinging into Manhattan. The marked area was fairly large and stretched from Chelsea to Murray Hill widthwise and from the FlatIron to Midtown the other way. Penny headed straight toward Midtown, the crimes weren’t in any linear order, seeming to jump all over the edges of the pattern, slowly filling in the missing lines to make the cat’s head outline more complete with each one. 

Karen’s voice broke into Penny’s thoughts, “There is currently only a very small investigation ongoing. Apparently each location of a robbery had asked that no charges be laid within twenty four hours of the occurrence.” Penny came to a halt on a large billboard, her shadow cast large behind her covering some models face. 

“Why would they do that?” She asked, not really expecting any answer.

“It appears that they each had received compensation well exceeding the value of the missing items and more than enough to cover the cost of cleaning up the graffiti. It also appears that in at least two cases the operators of the businesses involved have left the graffiti in place, apparently it is drawing in additional business.”

Penny pondered that a moment. So Cat was stealing small items and painting up businesses only to pay for what she stole later? Could it be that she was really only doing this to play a game with Spidergirl? And what kind of game was it? Penny was really confused now. Her head snapped up at the same time that Karen announced, “Reports of gunfire nearby.” A small glowing icon appeared on her map. Penny was already halfway there. 

As she swung onto the scene, Penny saw several armed men taking cover behind a large armored van, the NYPD had roadblocks set up and were exchanging gunfire with the perpetrators. Penny would never get over how some people seemed to think they could get away with things like this in the city. You could see Avengers tower from here! She didn’t waste any time though, swinging above the bad guys and raining webs down on them. Several of them were taken out of the fight before they even realized she was there. She could hear the NYPD officer in charge calling for her men to cease fire. Penny was grinning widely as she landed in the middle of the group of thugs. Four against one. While that might have caused her a problem years ago when she was wearing her hoodie and goggles, the time spent with the Avengers, and especially Natasha, had changed things dramatically. It didn’t hurt that her costume was mostly bullet proof either. She swung her hands up in the now flawless sign language, Karen’ s programming reading it and broadcasting the words through Penny’s speakers with a slightly monotonous robotic tone. 

“Hey fellas, nice night for a felony. What do you say? Drop the guns and give up and maybe you all get to keep your teeth tonight.” Sometimes it worked. Not this time though, the thugs scowled and pointed guns at her. Penny fell into that place where she could feel her spider sense reach out and identify the dangers around her, she began to leap and move about, dodging bullets and connecting with the men one after the other. It was almost over in seconds. The last gunman had turned though and ran across the street away from the fight. Once the three thugs were unconscious Penny spun about and moved towards the last man, he turned, firing his pistol. Penny’s senses warned her to dodge so she flipped to her left when a shriek of pain came from behind her. She spun around and saw a young mother clutching her arm, her toddler standing shocked beside her. Penny cursed and moved to cover the pair, her senses screaming for her to move out of the way. She ignored them and covered the injured woman with her own body, tucking the now screaming toddler in to offer the protection of her own body. Tony would be so mad. Hopefully the bullet didn’t leave a big bruise. She tensed up waiting for the impact. It never came. Her senses died off suddenly. 

Penny checked the woman over quickly, it had been a grazing shot to her upper arm. Lots of blood and it probably hurt like hell, but it wasn’t too serious. “I’m sorry.” she said to the woman with regret in her voice. She was supposed to prevent things like this!

The woman just smiled through her tears. “You saved my son, you saved me. Thank you.” She cried as she lifted her little boy into her arms. He buried his head in his mother's shoulder and sobbed. 

Penny spun around looking for the final assailant, anger burning through her system, only to find him lying unconscious on the ground. And standing behind him watching Penny inscrutably, was Cat, her enticing form squeezed into the tight leather, a small smirk on her lips. Penny felt her breath stop for a second. Cat lifted one hand and wiggled her fingers, claw tipped fingers, at Penny, and ran a wet tongue across her lips. She then crouched slightly and leapt more than thirty feet straight up the side of a building, catching the edge with her claws and beginning to climb with reckless speed.

Penny was caught off guard and just stood there for a second until the faint voice reached her from above. “New game, Spider. Tag! You’re it.” Penny gave a quick glance around seeing the NYPD officers rounding up the fallen thugs and a medic was moving towards the mother and her child. With everything in hand Penny shot a web upwards and she was off after Cat. 

It was exhilarating. Cat led her a merry chase all over the area. As fast as Penny was, Cat was faster, and seemed to be able to jump farther than Penny could. Of course Penny had the advantage of webs and she could climb almost twice as fast as Cat could with her claws. Cat seemed to figure this out quickly, because her entire course seemed to be designed to keep them a certain distance apart. Never letting Penny get too close, and yet never letting Cat get too far away. The silent chase lasted well over an hour, both girls saving their breath for the exertion. It was the most challenging thing Penny had ever done. She couldn’t help letting out whoops of excitement and joy. She constantly caught the sound of Cat’s laughter drifting back through the wind of their movement. As she finally thought she had figured out Cat’s pattern she swung forward on a web line, sure she was about to catch her prey this time. Cat hurled herself from another rooftop and Penny grinned as she calculated where their vectors would intersect. She committed to the swing, and Cat reached out in mid air, caught the very edge of the building she had just leapt from and swung herself back onto the rooftop. Penny overshot and it took her two more swings to get turned around. By the time she was back on the roof Cat had disappeared. The only sign she had been there was a small Spidergirl figurine sitting on the roof ledge, a neatly folded note beneath it. Penny picked up the figure and unfolded the note. It was crammed with tiny, looped handwriting. There wasn’t space for a huge message and the bottom half of the note had been left open. It looked like Cat had applied a very red lipstick and pressed her lips to the paper. Penny read the note.

‘Silly Spider. You are really bad at hide and seek. I even left you hints. Don’t you want to find me? I’d be ever so sad if you didn’t. Maybe we can play a different game now. I always liked tag. I’ll see you when the sun goes down. And in my dreams.’

Penny knew she should be concerned, but she just couldn’t bring herself to care. What she felt was happy. She was still catching her breath from the intense chase, and she could feel more fatigue at this moment than she ever remembered feeling since that fateful spider bite remade her. It felt great. She realized that the whole time she and Cat were playing their game, her spider sense hadn’t even twitched. Surely if Cat meant her harm it would have warned her. Nat had told her to trust her ‘enhanced danger detection senses’ implicitly, since only by trusting them to protect her would she be able to really count on them and move as they dictated. So she would. As far as she was concerned, Cat wasn’t a threat. Not that she intended to let the others know about her. Not yet. A part of Penny was aware that keeping secrets from her friends and teammates wasn’t the best thing to do, but she wanted Cat to herself, and she knew that the others would see ulterior motives and hidden dangers in their interactions. So she decided for now that Cat would stay her secret. Except Wanda and Nat already knew. Crap. She would talk to her two teammates and hope that they agreed to keep her secret. 

Penny swung back to the tower, the little note tucked in under her suit and next to her heart. She really needed a shower.


	7. Chapter 7

It had been a really great week. Penny had hung out with her friends, trained with the Avengers, had a spa day with Pepper and May, and taken part in a video game tournament with Clint, Nat, Rhodey and Wanda. Vision was not allowed to play anymore. Nat had won, as usual. She had spent hours in the lab with Tony and more hours working through the various intern projects stored on her private server. She was sometimes confused about the projects Tony put there for her. Most of them were pretty generic and boring, and even the fairly challenging ones which gave her only the very vaguest outline were well within her ability. And then there were endless papers and tests he demanded she get done. It was seriously a lot more work than the first two years of interning altogether and yet it was a lot less difficult. Or interesting. She would vastly prefer to work on suits and improvements to the Avengers gear. Not that she’d ever tell Mr. Stark that. She was content just to work with the great man. 

Then, there were the nights. All week, Spidergirl and the Black Cat raced over the city, high above the life that never stopped below. There had been no more of the strange robberies since they had started their game. They hadn’t really talked, just chased each other flat out through the night. Sometimes Cat would run and other times, with a fiendish smile, she would whisper, “I’m it. Run, run, little spider.” So Penny ran, enthusiastically. The fast paced entertainment was only broken up by the occasional crime. Penny would flip off to stop the crime or help those in need and when she finished Cat would be patiently waiting nearby until their game could start again. If it was a particularly difficult crime, Cat might even help. By the end of the night Cat would always find a way to slip away, and if she was honest with herself Penny didn’t try too hard to actually catch her. For one thing she wasn’t sure what she should do about Cat, and for another she had the distinct feeling that Cat wasn’t actually ready to be caught. 

Everyone at the tower had remarked at some point that week about Penny’s good mood, and also about her uncharacteristic tiredness. She would slip into the tower well after midnight and always spent another hour or so ensconced in her specially built shower before falling into bed and sleeping as late as she could get away with. Natasha and Wanda both kept a cautious eye on Penny, deciding not to say anything to the others... yet. Nat was naturally suspicious, where Wanda seemed ecstatic. The waves of joy coming from her young friend were palpable to the mistress of the mind.

As the week rolled towards its end, Penny startled awake late one night to the sound of Friday’s special PPP alarm. Tony insisted that PPP stood for Proud Papa Protocol, since it was the first protocol Friday had completely written and implemented into her own programming. In truth it stood for Pepper/Penny Protocols. It was only used if Tony had a panic attack, a PTSD episode, or had been in the lab upwards of forty eight hours without food. If Pepper was available then Friday would send for her. If she was away, Friday called Penny. Penny wasn’t sure when she had become the designated number two Tony wrangler, but she never failed to answer the alarm. Mr. Stark seemed to respond well to her and there really wasn't anyone else trusted enough to see him at his worst. Penny leaped out of bed and sprinted to the elevator, pulling on a pair of sweats and a t-shirt as she ran. She waited impatiently for the elevator to open, revealing a sleep tousled Steve, dressed in nothing more than his boxers. They had little eagles on them. Penny realized several things in quick succession. First she was staring at Captain America's crotch. She swiftly tore her eyes away from it. Second, her t-shirt was very thin and the elevator was quite a bit colder than this level of the tower was regularly kept, and she didn’t have a bra on. Third, Captain America had apparently been staring at her too because he turned red and tore his eyes away just as she covered herself with her arms. He in turn crossed his hands over his crotch. Penny was sure she had also turned red. She slid into the elevator awkwardly. If it had been for any other reason she would have run back to her room in mortification. Seriously she was going to die of embarrassment soon. Why did things like this keep happening? The pair of Avengers stood quietly side by side as the elevator rose towards the penthouse. There were a couple of aborted attempts to start a conversation but neither of them really knew what to say. Penny just kept fixating on the fact that the last time she and Steve had been in the same room Dr. Cho had told him she was going to go masturbate. She really wished she were able to walk through walls like Vision. It seemed like a huge waste that the one being that had that power was actually immune to embarrassment. Finally the elevator reached the top and opened onto Tony's personal living area. All thoughts of her embarrassment fled at the sight before her. 

Tony and Bucky were kneeling in the middle of the room, clutching each other at the shoulders. Both men were absolutely sobbing as they clung to each other. Penny could make out large blooming bruises on the Winter Soldiers face and Tony had bloody knuckles. Steve went to rush forward and Penny simply grabbed his shoulder, stopping him cold. It wasn’t often she had a reason to show the others how much stronger than them she was. Only Thor was a match. Besides the Hulk of course. Steve looked down at her, his whole demeanor expressing great distress. 

“Just take it easy Captain, please? I don’t think Mr. Stark could hurt your Sergeant Barnes if he tried. This is something else.” She tentatively released Steve and after he took a deep breath and nodded stoically they both approached the two men. Penny came up to Tony and knelt down beside him. She slowly reached out and cupped his cheek lightly. Tony looked up at her and she could see how devastated he was. Great tears ran down his face and he had bitten his tongue at some point. Steve carefully reached out to his oldest friend and Bucky and Tony released each other. Tony turned and grabbed Penny like a lifeline, still sobbing, but quieter now. 

“Alright Mr. Stark. It’s okay now. Let’s just get you up to your room, okay?” Penny half supported and half lifted Tony to his feet. She let him lean on her and began to lead him to the short stairway that led to his and Pepper’s bedroom suite. Once, after another incident, she had picked him up and carried him, but she quickly learned that his ego was a little too fragile to handle being carried around by a girl half his size. So she let him lean, and she whispered soothing nonsense as they began to climb the stairs. She looked back over her shoulder to check on Steve and Bucky and nearly stumbled. The two men were standing in the center of the room clutching one another tightly and absolutely devouring each other's faces. She quickly turned away and kept helping Tony up the stairs. She would think about that shower. Later! She would think about that later! Stupid hormones. Luckily as they reached the top of the stairs, Tony began to talk.

“I want to hate him so much, Pen. I think I deserve to hate him, you know? But I just can’t. He took them from me, but it wasn’t him. And it’s not fair that it wasn’t him. It isn’t fair that I have to sit here and look into the same face that was the last thing they saw. And I want to hate him. But I can never hate him as much as he hates himself.” Tony was more together now and Penny got him into the bathroom attached to his room. She gathered his pyjamas and set them beside him.

“Get changed Mr. Stark and I’ll help you with those hands okay?” she asked quietly.

“Can we not. With the Mr. Stark crap right now kid?” He asked, wiping his face with a monogrammed towel. There was still so much pain in his voice that Penny had no choice. 

“Okay, Tony, but you need to get changed or I’m going to have to change you and neither of us wants to go through that.” Penny said with a small smile. 

Tony snorted and nodded wryly. “True. Alright give me a minute.” Penny shut the door and waited. She heard running water and a few minutes later Tony opened the door to allow her in. She stepped inside and grabbed the first aid kit he kept under his sink. As she started to tend to his split knuckles Tony started talking quietly. 

“I never said goodbye to them, you know? I was too wrapped up in my own problems. It all seemed so big to me then. My dad was a jerk, my life was so hard, why did Mom always take his side? It’s so small and petty now, but it was everything then. I really wish I had a chance to tell them, tell him, that I loved him. I stopped saying it sometime, I don’t really remember when. I was so full of myself.” Penny finished with the bandaging and put the kit away. 

“Okay come on Tony, I think you need to get to bed.” Penny helped him up, she could tell he was filled with sadness and she knew he wouldn’t sleep well tonight. The nightmares would come. She pulled him to the bed and got him under the covers. 

Tony looked up at her, “Could you stay? Just for a bit? I just don’t want to be by myself.” He seemed so fragile right now. Penny was well aware that Tony preferred his emotions buried and closed behind vault doors. It wasn’t easy for him. She grabbed the blanket that sat at the end of the bed just for her for occasions such as this. She bundled herself up and flopped down on the bed beside her mentor. She reached one arm out of her bundle and slowly stroked the back of Tony’s head. 

“I think I stopped because he never said it to me. I had to wait until I was fucking dying, to hear him say it on some old tape. Why couldn’t he have just said it to my face? Just once. He always just let Mom say it. She would always cover for him, tell me he loved me. It was hard to believe when he wouldn’t say it.” Tony fell silent and Penny just lay there, to be some comfort to the hurting man. As the minutes passed she wondered if he had fallen asleep, but just as she was sure he was done he continued. “Penny, I want you to know, I love you kid. I realize I never say it and we don’t talk about it. But I can’t be like him, you’re a great kid, I’m better for knowing you. So yeah. I love you.” 

“Mr. St...Tony, I ..” Penny was caught off guard. 

“Hey it’s alright. We should get some sleep. Goodnight Pen.” His voice faded as he slipped into sleep. Penny laid there for some time thinking about what he had said. She listened carefully to make sure he was really asleep. 

“Goodnight. And I love you too. You’re a great dad.” Penny’s eyes drifted shut and she drifted to sleep with them. 

Sometime later she felt a soft touch on her arm. She opened her eyes and looked up to see the fondly smiling face of Pepper. Penny smiled sleepily back and slowly slipped off the bed. She unwrapped herself somewhat reluctantly. That blanket was warm! Pepper grabbed her in a fierce hug and the two women just held each other for a moment. Solid in their shared responsibility to take care of this amazing man. Pepper released her and signed a thank you. Penny grinned and signed back that it had been her pleasure. She slipped out of the room as Pepper slipped into the bed. Penny headed onto the elevator, briefly wondering what had become of Steve and Bucky. And then thinking it might be better not to know. She reached her room and was back sleeping as soon as she was comfortable. 

Morning came far too early. Penny shuffled about her room slowly getting dressed and fumbling with her phone. She hadn’t gotten any messages in the night so she headed out. There was no one in the kitchen of their level of the Tower, so Penny headed down to the common area. She wasn’t above making her own breakfast, but some of her teammates made amazing things to eat and she wasn’t beyond mooching something better than a dozen scrambled eggs and a loaf of bread worth of toast. As she walked into the common kitchen she could already smell the delicious scent of freshly made waffles. Steve was at the stove, cooking waffles on his antique waffle maker. He had had Tony buy it for him after he had messed up the program settings on his third modern machine. He said there was nothing like waffles made the old way. As far as Penny was concerned, he was right. Steve turned as she entered the room and immediately flushed. Penny blushed a little herself. 

“So how long do you think this whole ‘gee I wish I could sink into the floor’ thing is going to go on?” She asked him ruefully. 

“Sorry Pen,” The super soldier replied.

“It’s always been easy to turn the punk redder than a tomato, doll.” Bucky spoke grinning from where he sat at the table. He offered to pour Penny a coffee and she nodded thankfully. His face was almost completely bruise free in the morning light. Although there were some rather suspicious purple marks on his collar bone. Penny grinned knowingly and lifted her fist. Bucky raised an eyebrow but completed the fist bump. Steve huffed a laugh under his breath and returned to cooking waffles. Penny loved eating with the super soldiers. The three of them crashed through a huge stack of waffles coated with butter, syrup and whipped cream. She felt more normal when she wasn’t the one eating the most. By the time breakfast had been demolished the three heroes were laughing and most of the awkwardness of the last few days had faded. Penny got up from the table and gave each of the men a strong hug. 

“I’m happy for you guys.” She nodded at Steve, “It’s really good to see you happy. Like really happy. I think you both are owed it.” she smiled a little wistfully and headed to the elevator. 

“Thanks Pen,” Steve answered. “I think we all deserve to be happy.” He was staring into Bucky’s eyes in a way that made Penny feel like a voyeur. She shook her head with a grin and left them alone. 

That evening Penny swung through the city, her thoughts on her two friends. She was envious of the way they looked at each other, so in tune and so obviously right for each other. She sighed to herself, landing on the side of a water tower and wondered what she was doing. Running around at night looking for someone she didn’t even really know. Even if it was someone she really wanted to see. All the time. Not for the first time, Penny pushed down her confusion and resumed her patrol. Soon, but not soon enough for the impatient teen, a black and white shadow flickered out of the darkness ahead. She’d be more suspicious of how Cat always managed to be there before her, but Penny knew she had been anything but unpredictable in her patrol route lately. Penny felt her face split in a great grin and the game was on. The two young women raced through the night, weaving, leaping and climbing. Their laughter rang out across the never quiet city. 

The race went on longer than it had any other night. Cat stayed only just out of reach, close enough that Penny was mesmerized by the play of Cat’s muscles and form as she pursued her across the rooftops. Cat made a particularly spectacular leap over a large billboard and Penny was hard pressed to catch up. As she clung to the billboard and crossed over the top she looked around, hoping to catch a glimpse of where Cat had gone. Part of her was already resigned to the fact that the race had been long and it was at times like this that Cat would usually give her the slip. So it was a surprise to see Cat’s form sitting quietly on the catwalk that ran along the front of the billboard. Her legs were dangling in space off the edge of the catwalk. 

Cat turned to look up at Penny and smiled, she gestured to the space beside her. Penny swallowed dryly and flipped gracefully to land lightly alongside her mysterious playmate. 

Cat cocked her head slightly and shifted to show a great tear in the leather along her thigh, reaching almost down to her knee. “Guess I needed a little persuasion to stop running.” Her voice still had that quality that ran along Penny’s spine like soft velvet fingers, but it also had a softer, almost sad tinge to it. This close Penny could see that the tight leather suit that the Black Cat wore was covered in patched places and rough areas of stitching. The area of pale skin that she could see on the other girl’s thigh was marred by a large yellowing bruise. Without consciously thinking about it Penny reached out to run her hand lightly across the marred smoothness. Cat shivered.

“Does this count as a date then, Spider?” she remarked playfully, her hand reaching down to slide into Penny’s. She pulled herself tight against Penny’s side, lifting their joined hands in front of her, pulling Penny a little off balance and slowly started to stroke the back of her hand with a clawed finger. She kept her gaze focused on their joined hands. Penny felt as though her mind was clouded, being so close to the person she had fantasized about so many times. Cat was warm, her thigh pressed up against Penny’s seemed to radiate warmth. 

Cat sighed softly after a second of silence. “Tell me a secret, Spider.” Her voice was low and intimate, as if they were the only two people in the world. 

“I’m not really deaf.” Penny blurted out. 

Cat turned to her in apparent shock. “No! Really? I would never have guessed.” Her tone was mocking but not in a cruel way. There was genuine laughter behind it. Penny sighed.

“How did you know?’ She asked curiously. 

“Two things,” Cat returned her focus to their joined hands, seeming to take great pleasure in the way Penny gripped her palm, her claws playfully scraping along the back of Penny’s hand and sending delightful shivers through her. “One is the way you shout with joy. It's more refined than it would be if you couldn’t hear yourself. Truly though it’s that awful voice modulator. I’ve seen the level of technology you and the others wield with such panache. If you were really to have an artificial voice I would expect it to be flawless, not sound like a slightly advanced speak and spell.” Penny couldn’t hold back a laugh, and Cat smiled, true pleasure seeming to be reflected in it. 

“I was bitten by a spider.” Penny began, a little hesitantly, “I’ve told some people about it before, but I always held back the details. If you’d like I could tell you.” Cat simply glanced sideways at her and nodded. Penny slowly gathered her thoughts. “The spider that bit me was some kind of experiment. I was in school, we went to take a tour of Oscorp,” Cat’s hand suddenly clutched Penny’s almost painfully and she hissed under her breath, Penny looked at Cat’s profile, but the other girl just clenched her teeth and nodded at Penny to continue. “I started feeling sick before we had even left the building. Everything was so hot and it was like the world was behind a wavering sheet. I somehow made it home and fell into bed. And then it got really bad. I’ve never told anyone this before.” She said quietly, somehow sure that Cat would hear her no matter how quietly she talked, even if her vocalizer stopped registering. “It was like time was moving so slow and it hurt so much, at first I was sure I was dying, that the pain itself was going to kill me. It lasted so long, I kept hoping someone would come and help me, that someone could make it better, but no one came and it didn’t stop.” Penny swallowed thickly, “and then I stopped thinking it would kill me, I stopped hoping someone would come. I just wanted it to stop. I just started hoping that I would die.” Penny held back the lump in her throat and the feeling of tears in her eyes, “And then I started to wish for it. I wanted to die so badly, just so the pain would stop. I remember thinking so clearly, ‘please, just please let me die, why won’t you let me die?’ but it didn't stop. It just went on.” Cat had slowly stopped stroking her hand and was looking at her profile now. It was strange to have such an intimate moment, both of them hidden behind their masks. Penny saw a tear run down from under Cat’s mask. She cleared her throat.

“Then I woke up. And it was worse.” her voice choked a bit and Cat pulled her arm up under her chin and hugged it fiercely as if trying to lend Penny some of her strength. “Everything was so much more. So bright, so loud, every puff of air on my skin was painful and it all hit me so hard, and after when I realized it was..” She stopped unsure how to describe it. 

“It was like while you were sleeping someone had remade the world. Only they made it out of eggshells and tissue paper.” Cat finished the thought for her, voice quiet and thick with emotion. Penny just swallowed and nodded. Cat pulled Penny’s arm around her back and leaned into her. She laid her head on Penny’s shoulder, and Penny clutched Cat to herself fiercely. They sat there in silence for a few moments just leaning into one another, Penny’s arm holding Cat tight, Cat’s hand drawing idle designs on Penny’s thigh. The claw scraped and scratched across the armored fabric, occasionally catching at one of the vibranium threads and making a small tinging sound. Penny pushed her cheek to Cat’s head and part of her wanted so badly to take off her mask and just bury herself in that cloud of soft white. 

“Can I tell you a story Spider?” Cat asked. She didn’t wait for an answer. “Once upon a time there was a girl. She wasn’t special or pretty. She was clever though and she had a pretty name. Her mother went away before she could know what a mother was, and her father, her father tried but he didn’t know how to deal with a little girl that was clever. He tried but it was hard. Being clever isn’t easy and being clever wasn’t cheap. He wanted his little girl to be more than he was. So he stole, and he cheated, and he gambled, and he scrounged. He did it for her, but at the same time he did it to her, you know? Because it took him away and made him less so that he could try to make her more. He made enough to get her into the best school. She learned and studied and tried. And she thought that it wasn’t enough, because he still stole and cheated and lied. She was so lonely, no one noticed her, no one wanted her. And it all ended. One day she was noticed, one day she was wanted and one day she died. He had tried to steal one last thing, one thing that would make enough that his clever girl could go to college. Could make it free of the life he had. So that he could send her away forever. I...she...she never asked for that.” Cat’s voice trailed off. 

Penny felt a chill as though someone had dumped ice water down her back. “What was her name?” She whispered.

Cat didn’t look up or move, “Felicia.” Her voice was raw, exposed and vulnerable. Penny shuddered and sucked in a breath. Cat lifted her head off Penny’s shoulder and looked at her now. Their eyes met through the lenses that separated them. 

Penny opened her mouth, “Fel..” but Cat pushed her hand against Penny’s mouth, through the cloth that separated them Penny almost swore she could taste the flavour of those fingers.

“Not yet Spider, I’m not ready for that.” She slowly slid her hand down along Penny’s chin, letting one finger sit there for a second before dropping her hand. “I think we’ve gone far enough for a first date don’t you?” She was trying to put that teasing tone back, but it fell flat. Cat swallowed visibly, her cheeks shiny with shed tears, Penny reached up with her other hand and slowly ran her thumb along Cat’s face, drying off the tears there. Cat shuddered violently and suddenly backed off pushing Penny away, gracefully rising to her feet. “I have to do something Spider, something to make it right. If I can I’ll come back, but if I don’t do this I just…..” She trailed off, lifting one hand towards Penny as though they were already miles away from each other. “Please, don’t look for me.” She turned away and gave a mighty leap, clearing the distance to the next building. Penny climbed to her feet and watched as Cat turned to look back at Penny for a moment. Her voice drifted across the night. “I’m sorry. Please forgive me.” 

And then she was gone. When Penny made it back to the tower that night, she didn’t go to her shower, she just laid on her bed and cried. Cried because she felt as if she had lost something, but she didn’t know what.


	8. Chapter 8

**Notes for the Chapter:**

> Thank you all who are reading and for all the kudos and comments. Hope all my fellow essential workers are getting through this difficult time. Special thanks to HadrianBlood my beta and Emily-f6 without who's story I may never have actually started to write.

Penny woke feeling heavy and grainy eyed. She didn’t immediately get out of bed, instead choosing to lie there trying to sort out how she felt. She had tossed and turned all night, overcome with the feeling she had missed something. Suddenly she bolted upright. Felicia! Cat was Felicia. Felicia wasn’t dead. Or wasn’t dead anymore? Penny thought back to how Cat had seemed to understand how the bite had changed Penny, had been able to put words to the feeling of being made of steel in a world of marshmallow. Had understood the pain. Tear’s ran down Penny’s face. Knowing that someone else had felt that pain, had felt it and had not had anyone there for her, had suffered alone. She flopped back down and dragged the covers over her head. She didn’t feel like moving today.

“Penny, Boss wants to know if you’re coming down for breakfast.” Friday said into the silent room. 

“No.” Penny answered, knowing it would only be a matter of time before he sent someone to check on her. She sighed, “Alright, I’m coming.” She climbed out of bed and pulled on the baggiest sweats she had and a shapeless hoodie. She didn’t even bother to run a brush through her hair. 

The dining area on the common level was far too busy for Penny’s liking. It seemed everyone was here this morning. Wanda was giving Vision a cooking lesson in the open kitchen area while Steve and Bucky used the second stove to make massive batches of pancakes. Even Thor was there, sharing stories with Colonel Rhodes and Tony. Natasha and Clint were both nursing large coffees and Sam was tossing mild insults back and forth with Bucky. Pepper sat quietly nearby and seemed to just be enjoying the busy feeling of it all. Penny flopped down in an empty chair and laid her face down on the table. It took her a moment to realize that all conversation had stopped completely. She looked up, then reached over to pull the oversize hood and her untamed mop of hair out of her eyes. Everyone seemed to be looking at her. Great. 

“What? Is there something on my face?” she grumbled. Steve placed an overflowing plate of food in front of her. She gave him a small half smile. “Thanks, but I’m not really hungry.” 

“Well that settles that then.” Tony suddenly remarked briskly, “Hey Pen, want to take a walk with me?” The way he asked made it seem less like a question than an order. Penny let out a long drawn out sigh that had even Thor raising an eyebrow, and pushed herself to her feet. 

“Okay Mr. Stark.” she mumbled, sort of slouching as she shuffled away from the group. Tony whispered something to Pepper, receiving a peck on the cheek and an encouraging pat on the shoulder in return, and rose to follow the despondent teen out of the room. Penny made her way into the living room and sat down on one of the sofas. Tony sat next to her and looked at her in concern. 

“Hey spiderling, I gotta say this is a big change from yesterday. Want to talk about it?” he reached out and placed his hand against Penny’s back gently, slowly rubbing small circles. 

Penny sighed again, “I just got some kinda weird news. I’m not really sure why it’s got me so down. I’m sorry Mr. Stark. I just need some time I think. I might go see my aunt actually.” A flicker of something that might have been pain crossed over Tony’s features but was swiftly buried. 

“Hey kiddo, whatever you need. Are you sure you don’t want to eat first? Whatever’s going on won’t get any better if you’re hungry.” Ever since discovering Penny’s secret Tony had done his utmost to ensure that Penny never went without her daily ten thousand calories. It was kind of touching. 

“You’re right Mr. Stark. I should eat. Then I’ll go see May.” Tony stood up and held out his hand. Penny grabbed it and he pulled her to her feet and straight into a crushing hug. 

“I’m always here for you Pen, we all are.” Penny felt a wave of sorrow rushing up through her, she bit back on it but was unable to stop the low whine that escaped. It was like a dam burst and suddenly she was shaking and tears were pouring down her face. She knew that she had an amazing support system in the Avengers. They weren’t just her teammates, they were her family. Thinking of everyone who had done so much for her was just making it more devastating to think of Felicia out there. Did she have anyone to hold her and hug her and tell her it would all be alright? Tony held her without speaking, giving her support without demanding answers. She considered telling him everything, but it wasn’t hers to tell. She’d wait for now. She suddenly wondered what it would be like to bring Cat here. To add her to the family. The idea caught fire in Penny and suddenly she couldn’t stand the idea of Cat being out there somewhere alone. She pulled gently away from Tony and wiped her eyes. She looked up at the man who had become so much more than a mentor to her with a tremulous but grateful smile. 

“Thank you.” She said quietly, “I mean it so much Mr. Stark. Thank you for everything you do for me. I can’t even imagine. “ She shook her head, unable to put into words everything that was running through her mind. “I mean I’m so lucky you know?” She smiled up at Tony. 

Tony tried to hide the sudden glisten in his eyes with his trademark smirk, “I’m the lucky one Penny.” He gripped her shoulder tightly for a moment. “And when you’re ready I’ll be here to help with whatever you need. Just don’t leave it too long okay? I can’t promise not to do that thing I do when I jump the gun.” 

Penny and Tony returned to the table and she did her best to push the sadness down deep and to just enjoy her family. She couldn’t help occasionally staring blankly at one of the empty seats at the table, what would it be like? Someone would say something and she’d be back with them, but she knew better than to think it went unnoticed. Natasha kept looking at her with that inscrutable look, and Wanda had so much empathy in her eyes. Eventually it was too much. She smiled wanly and bid everyone a goodbye. After sending a text to May to see if she was home and up to a visit she quickly showered and got dressed, leaving her costume behind, and took the elevator to the garage. One of Tony’s drivers welcomed her and she rode with him into Queens. 

Penny stopped at the door to her aunt’s house and had a moment of disorientation. When exactly had this stopped being home? She tentatively knocked on the door. The first time she could remember ever doing that. The key was still in her purse but somehow it felt different. Everything was too different. The door opened and Aunt May was there, a confused look on her face. 

“Honey? Is everything okay? You don’t need to knock.” The absolute puzzlement on her aunt’s face was too much for Penny and she hurled herself into May’s arms and broke down for the second time that day. May held her tight and pulled her inside. 

They sat together on the old familiar sofa and Penny just started to talk. Slow at first but soon a torrent of words began to pour out of her. She told May everything, starting with meeting Felicia before she was shot, meeting Cat after graduation, the meeting with Dr. Cho and the first and last conversation she had with Cat the night before. She hadn’t meant for everything to just spill out the way it did. But once she started it just kept coming. May sat through the whole thing and listened, her face went through a vast variety of emotions but she never once interrupted. And when Penny finally stopped, breathless and teary eyed, she pulled her into a fierce hug. 

“That is a lot, honey.” May says, “Let’s take things apart a little bit. It seems to me, and I’m only looking at it from my point of view mind you, that you might be a little bit fixated on this girl. You barely knew her and you have no idea who she is now. That’s assuming that you’re right and this Cat is actually Felicia.” Penny felt herself swell up indignantly, preparing to defend the fact that she was sure. “Now hear me out. When you had your….accident?...I mean except for taking three days off school being ‘sick’ I would never have known. I didn’t know for the longest time, but you describe Cat as being very different physically from Felicia. I mean if the stuff that gave you your powers didn’t change your appearance why do you assume that this Cat is Felicia Hardy at all? I mean they sound nothing alike.” Penny deflated slightly. 

“I don’t know May, honestly it’s mostly just belief. It’s like my spider sense though. If I doubt it, it doesn’t work so I learned to just listen to it. This is kind of the same thing, something in me is just so sure. Like when Cat told me Felicia’s story it was like a bolt hit me and it all became clear. I got my powers from a very indirect infusion of this formula Oscorp made, and if I’m right Felicia’s was more….direct. Oh my god that poor girl was shot May! I don’t even. I ..” Penny trailed off, staring vacantly. 

May stroked her hair pressing a kiss to her head. “Then you should help her. It’s what you want to do, so don’t fight it. Whatever is happening between you and this girl is obviously important to you.”

Penny spends the whole day with May, and later Happy when he shows up with take out. She manages to temporarily let go of her worries and lets herself be comfortable. She is amazed at the easy way May and Happy (she’s so not calling him Harold) have together. She hasn’t seen her aunt look so happy in a long time. The two of them move about the small apartment with the ease of a couple. Penny doesn’t miss the light touches and intimate looks the two exchange, but they make sure to make the day about all of them, never excluding Penny from the conversation. It reminds Penny of the before time, with uncle Ben. It’s bittersweet but she’d never say anything to her aunt to take away the happiness that she has found. As the afternoon passes, she can see Happy sending more glances at her aunt as if he’s hinting that she should say something. Whatever it is May seems to be avoiding it and she hasn’t said anything by the time the sun starts to set. Penny decides to leave them to whatever they need to talk about and hugs them both before heading out.

She sits quietly in the back of the car Tony sends for her, thinking about what she can do for Felicia. Or Cat on the off chance Cat isn’t Felicia. Or maybe Cat was Felicia but isn’t now? Is that a thing? Penny grinds her thumbs into her eyes trying to quiet the noise in her head momentarily. So much to figure out. As they make it back to the tower she thanks the driver and takes the elevator up to her floor. The place is quiet and when she asks, Friday informs her that several of the Avengers are out on personal business but a few are below in the common room. Penny considers joining them for a minute, but before she decides she finds herself getting into her costume. It’s been her habit for almost three weeks now and she finds she is too hopeful. She’s swinging across town before she has a chance to change her mind.

Spidergirl scours the city that night. Going to all the places she has been with Cat. She doesn’t see any sign of her. It is late into the night when she finally sets down on the catwalk of the billboard where they had held each other only the night before. She sits quietly and recalls the entire conversation, how Cat looked, how she felt pressed against her, her fidgeting with Penny’s hand. Her costume. Pieced together and patched. Penny grits her teeth in determination and leaps out into the night swinging towards Avengers tower.

It’s nearly three in the morning when Tony comes wandering into his lab whistling to himself, he stops briefly when he sees Penny deeply engrossed in something at her table. Holograms and blueprints are scattered all over the surface and she’s muttering quietly, having a detailed discussion with Friday and Karen. 

“Hey Pen. Have you been at it all night?” Tony asks, only curiosity in his voice. He can’t help but notice that Penny is still in her Spidergirl outfit sans mask. 

“Mmmhmm.” Is Penny’s only response as she manipulates a hologram with one hand and scrolls through some data on a StarkTab with her other. 

“Need anything?” Tony shoots out as he starts booting up his own holograms, he’s been working on some improvements to his flight potential. 

“Umm..” Penny looks up at him suddenly, “How about ten grams of vibranium?” she asks dead seriously. 

Tony quickly calculates that to be a mere hundred thousand dollars worth based on his deal with T’challa and shrugs. “Done. Friday clear ten grams of vibranium for Penny’s use.” He’s far more intrigued with what she means to use it for. He had a damn hard time just getting her to use it in her suit. 

Penny grins. “Thanks Mr.Stark!” she crows and her head is instantly back to her work. Tony rolls his eyes at the ‘Mr. Stark’ but goes back to his own work easily enough.

The next few days blur together. Penny spends almost every waking minute in the workshop so enthralled in her project she barely finds time to eat. Tony has to resort to having Friday shut her down to make sure she does. He hasn’t seen her this dedicated to a project since she started work on her vibranium-laced suit. Which contained significantly more than ten grams, making it nearly bulletproof. An entire suit of vibranium would be incredibly expensive and not as flexible as Penny would prefer so they had come up with a design that laced her entire suit with criss crossing threads, leaving no area large enough for a bullet to make it through. Not impervious but close. Penny eats while doodling in a notebook she keeps concealed from everybody. She is distracted and distant and everyone begins to become concerned. It’s not until the fourth day that while Penny is deep into her project, that MJ pushes her way into the lab and sits down on Penny’s table. Penny lifts her eyes to look at MJ with a scowl of irritation. 

“I was working on that,” she says in a near growl, her eyes widen as she realizes who is sitting there. “How did you get in here?” 

“Friends.” MJ answered. “Remember those? You have some and they are wondering where you are.” She tossed Penny’s phone down in front of her. She saw that she had numerous text messages unread and several missed calls. 

“But..umm..How long?” Penny mumbles, rubbing her red eyes. 

“Three days with zero contact Pen. Not exactly a great way to keep us from worrying about you. What are you so caught up in anyway?” MJ flipped the tablet that was lying on the table around, but it had gone dark the second she touched it. Penny had her project layered under so much security it would take Tony some serious time to get through it. 

“Nothing.” Penny said defensively. “Ok something,” she sighed, “but I’m not telling you what right now. I have to finish it.”

MJ just looked at her with a cocked eyebrow. “You can finish with your secret project later, right now you are going to go and shower and put on some clean clothes and then you and I are heading out to meet the gang.” Penny grumbled but ultimately she realized it was futile to argue with MJ at this point. Somehow she had been let past all the security into the lab area so Penny knew that Mr. Stark had a hand in this. She pulled herself out of her chair and immediately her stomach complained, loudly. 

“Quiet, traitor,” Penny grumbled, as she followed MJ out of the room. In the hall outside the pair of teenagers were met by Natasha who was leaning against the wall and apparently, buffing her nails? Penny shook her head and stumbled into the elevator. Natasha followed along with MJ. 

“I’ll make sure little miss sunshine here makes it down, you go let the spider friends know she’ll be there soon,” Nat said, smirking at MJ. MJ grinned back and nodded, stepping back out of the elevator. As they began to climb floors Penny groaned quietly and glanced at Natasha out of the corner of her eye.

“I was fine Nat, I’m working on something.” Her voice was close to a whine, not actually a whine, nope. Close though.

“Uh huh.” Nat replied, watching the numbers change on the elevator readout. “So fine you’ve missed dinner three days in a row, so fine you missed the training session this morning, and so fine you have completely ignored all your friends. Yup, Pretty fine.” Nat then turns to face Penny and raises her eyebrow in that certain way. Penny crumbles instantly. 

“I’m sorry, I just got caught up. You don’t make all this fuss when Mr. Stark gets all caught up.” Penny can tell she sounds petulant but she really doesn’t care. She was so close!

Natasha just watches her silently as Penny shuffles into her room and moves into her bathroom to shower. She keeps her head down and showers quickly, if she looks at the specially built shower it will make her think of Cat, and she doesn’t want to think about that right now. Once she is done Penny gets dressed in some clean clothes and walks out into the hallway feeling a bit better. Still really tired though. Coffee would be good. Natasha is still waiting for her. 

“I’m not going to run away, Nat. I’m heading right out for coffee. All the coffee.” Penny remarks as she heads for the elevator. She stops and turns back to Natasha, “ Wait, where is everyone meeting?” she asks realizing she has no idea. 

“Just downstairs on the retail level.” Natasha replies as she heads for her room. 

“Oh cool. Starkbucks! They make the best coffee.” Penny grins with some real enthusiasm. 

Natasha shakes her head, “You know Tony hates when you call it that.” 

Penny’s grin widens, “I do.” She walks with a little more spring in her step and rides the elevator down to the retail floor. She quickly makes her way to the small coffee shop that sits in one corner of the floor. MJ, Ned and Harry are all sitting around a table. Penny frowns a bit when she realizes Liz is there as well which means she’ll have to be careful what she talks about. Knowing MJ, that’s on purpose. 

Ned grins widely, “Penny! Where have you been? We’ve been worried. I mean not really worried cause there’s no reason to be worried right?” He finally stops when MJ steps on his foot. 

Penny sits down and accepts a coffee from MJ, it’s got extra sugar just as she likes it. She takes a long drink and sighs happily. She looks around at her friends and frowns when her gaze falls on Harry. He looks terrible. There are dark rings under his eyes, his clothes are unusually wrinkled and his hair is sticking up in all directions as if he had been pulling on it. Liz sits beside him with a worried look on her face as she traces small circles on his back, as he holds his head in his hands. 

“Wow Harry, you look like crap!” Penny blurts out. Everyone winces at her bluntness. 

Harry just chuckles, “At least someone is willing to say it.” He takes a long swallow of his drink. “Not getting a lot of sleep lately. The last few days have been really rough. Someone broke into our central server bank and wiped out everything.” He ran a shaky hand through his hair, grimacing. “All our prototypes and physical blueprints were stolen last night as well. The labs we had them in had our highest security on them.” Liz hugged Harry tightly and whispered to him as the remaining friends looked at each other in consternation. 

“How did they get past your security?” Ned asked hesitantly. “I mean that was some nasty stuff you had protecting those labs. There must be video or something?” 

“That was the weirdest thing about it. All the main power lines under both buildings were completely destroyed. We sent some people down into the access tunnels to look at it and they came back looking like they had seen a ghost. Kept mumbling about too many eyes and refused to stay any longer. Two of them called in to say they quit the next day. We tried to run the cameras but they were blank except for one grainy image of what looks like a rat.” Harry sighed heavily. “Everything we have left that wasn’t condemned after Dad left is in a safe in my apartment. A few experimental formulas and a couple of original blueprints.”

“Weird that you mentioned rats, last month during graduation there was that break in at the school and rats chewed all the camera wires. Could be related.” MJ theorized. 

“Great, The Pied Piper has it out for my company.” grumbled Harry. 

“I think the piper guy only attracts rats not controls them,” Ned said.

“Whoever it is if they get the last bits of Dad’s research it will mean the end of any merger with Stark. It was only our intellectual properties that made it worth merging. If I can’t keep the last bits safe I may as well just sell the buildings for real estate prices.”

Penny gave Harry a wry grin, “Well hopefully you know someone you could call if anything happens.” Harry gave his first real smile since she sat down. 

“I might know someone,” he said. The gang was able to turn the conversation away from Harry’s woes and they had a fairly pleasant afternoon, never quite getting to the easy camaraderie they often had. Harry’s worries, Liz’s presence and Penny’s distracted mind prevented it. As they each said farewell and went their own way Penny made to return to the lab. She had work to finish.


	9. Chapter 9

**Notes for the Chapter:**

> 1000 hits! Thank you all who are reading and everyone who left kudos.

Penny paced impatiently in front of the door that led into the manufacturing area, her project was in the final phases of construction and she wanted to be sure to get it before anyone got a good look at it. She knew that Tony had a good idea what it was but not anything specific, and she didn’t feel like explaining to anyone. Finally, Friday announced that construction was complete and the area was safe for her to enter. Penny slipped inside and gathered her project. She frowned for a moment before she got an idea, and with a bright grin she bundled up her prize and headed for her room. Once she reached her room she placed the project on her bed and began digging through her closet until, with an exclamation of triumph, she pulled out what she was looking for. It would be perfect.

Later that night Penny sat on her bed and stared blankly at a piece of paper and tried to decide what to write. She had made several attempts, but the mound of crumpled papers on the floor seemed to silently judge her. She sighed and dropped her pen, rubbing her eyes with the heels of her hands as she gave a frustrated growl. She couldn’t decide which name to put on the note. She had had one interesting conversation with a shy reclusive young woman named Felicia, but she had something else with Cat. She didn’t really know what it was. She knew that she was wildly attracted to Cat as she was now, but was there anything there besides a physical pull and the strangeness of having someone out there that was close to what Penny was? They were so well matched physically and Penny had never had that. Not since the bite. 

Her thoughts were interrupted by Friday’s voice. “Incoming call for Spidergirl. It’s from Harry Osborn. Priority Alpha.” 

Penny’s head shot up from the desk, “patch it through Karen please, Friday,” she asked.

Suddenly Harry’s voice could be heard coming from the speakers built into Karen’s wall unit, “Spidergirl, I need your help. Several armed men are attempting to break into my building. Are you there?” Harry’s voice was filled with fear and stress and Penny thought she could hear someone in the background. The only reason Harry would call her this way was if someone else was there with him. Penny quickly signed to Karen to activate her voice modulator to disguise her voice over the connection. 

“I’m here. Who is it? How many?” She was already jumping up and quickly started changing into her costume. 

“I don’t know!” Harry was frantic now, “they're blowing through my security guards. Please hurry, I have my girlfriend here and I can’t let her get hurt.” The line went ominously dead. 

Penny ran out of her room and bolted down the hall, she shouted to Friday, “Tell the Captain we need to get over there as soon as possible!” She got to Natasha’s room and grabbed the doorknob, twisting it without thinking. She felt the lock crumple under her strength and the door sprang open, slamming into the wall with a mighty bang. Her spider sense warned her in time for her to narrowly avoid the knife that suddenly flew through the space her head had occupied a moment before. She jerked in surprise, looking at Natasha with a dumbfounded expression. Nat was on the floor, looking as if she had just rolled off of her small sofa, her hair was in disarray and her shirt was pushed up to expose a small area of toned midriff. It also looked as though her lips were bruised and puffy. Penny realized with a shock that someone had just bolted through the far door and that she had quite possibly interrupted something. 

“What the hell Penny? Did you forget how to knock?” Nat was already on her feet, taking in the fact that Penny was in full costume she wasted no time. She fixed her shirt and smoothed her hair as she fluidly stood. “What’s going on? Friday, what’s the situation?” 

“Several armed men are assaulting the building which is home to Harry Osborne. They seem to have extraordinary weapons and tactics, the local security has been unable to stop them. I have commandeered several cameras in the area.” Natasha was already headed for the elevator. 

“Penny, head over there as fast as you can. The others will be right behind you.” Nat stepped into the elevator and hit the button for the armory, Clint dropped from the hatch that led into the elevator shaft as the door closed. Penny turned, and pulled on her mask. She hesitated for a moment and then ducked into her room to grab the bag she had left sitting on her sofa. She turned and hurried out to her special exit and slipped out into the twilit city. 

She swung through the city, her course a slight angle away from the direct route. The city was just beginning to wind down, streetlights casting small islands in the gathering darkness. She made it to the billboard where she and Cat had had their last conversation and spent barely a second affixing the bag she was carrying onto the darkened surface. She leapt away and as she hastened towards Harry’s building she gave one glance back at the Iron Man backpack hanging behind her. 

As she drew closer to her target she saw a splash of red and gold streak across the sky and instantly felt more relaxed. If Iron Man was here the rest weren’t far behind. Penny swung around the corner and down the street towards the front of Harry’s building, she could hear gunfire ahead and swiftly flipped onto the wall across from the door to Harry’s building. As she looked around quickly she could see several security officers lying on the ground in various states of injury. A lumbering figure lunged out of the shadows at her and Penny leaped to the side, landing on the sidewalk. The man spun around and let out a very inhuman sounding howl. Penny momentarily froze as she took her opponents appearance in, he stood over six feet and his body was covered in muscle. He reminded Penny of Steve or Thor, all biceps and pecs. His skin was a ghastly yellowish color and his eyes were completely bloodshot, long twisted teeth jutted out of his mouth in all directions and some kind of mucous seemed to be seeping from his pores, his clothes were torn and fell in rags across his form as though they had been intended for a much smaller man. The effect was similar to what Penny had observed in the Hulk when he had to transform without the chance to prepare. Clumps of hair were oddly placed about his misshapen skull and his hands ended in thick, jagged nails which he brandished like claws. As she took all this in the creature had leapt the distance between them and slammed to the ground as Penny rolled away. 

Holding up her hands in front of her Penny tried to reason with the man/thing, “Whoa there, big guy! Can we talk about this? Tell me what happened and we can try to fix it.” The creature ignored her and rushed at her once more. Penny decided to get some space and jumped easily to the top of a nearby streetlight. She perched comfortably on the crossbar for a second as she observed the creature below suddenly swivel its head in wide arcs seeming to search for her. 

“What the hell?” came across her coms, the exclamation by Tony echoing Penny’s thoughts exactly. 

“No idea, Mr. Stark.” Penny murmured as she looked around for her mentor. Iron Man was hovering a couple blocks away as a second creature with the same twisted features as Penny’s adversary came tearing through a shop window. It howled and seemed to focus its attention on the bright red Avenger hovering in the air above it. It hunched down and gave a second, slightly different howl, and suddenly a half dozen more of the creatures came bounding out of alleys and doorways all along the street. Penny squawked and quickly began to web up the one on the street below her. She fired a string of webbing around its legs and attached it to the ground, hoping to take it out of the fight so she could rush to help Tony. The creature raged against the resulting restraint and it began to froth at the mouth as it tugged and pulled at the webbing around its legs. Penny was already headed to where Tony was when she heard a horrendous tearing sound behind her. She spun about, landing on the ground, and her eyes widened as she saw the creature racing towards her, its legs torn to ribbons. It looked like it had just pulled free of the webs with no concern for the injury it caused itself. Penny dropped back into a defensive combat stance Natasha had helped her work out that complemented her powers and waited for the creature to make a move. It barreled into her and she spun to the side, using its momentum to throw it into a nearby wall. As she grabbed it, it reached out with one arm, its long nails raking along Penny’s arm without piercing her costume. Its hand spasmed shut as it flew by and Penny realized that it was far stronger than she had supposed. With a growl the creature clenched its hand, putting incredible pressure on Penny’s bicep. She would have a serious bruise there later. It used her as a fulcrum and slammed down to the ground on its back, the collision causing it to release its crushing grip. Penny kicked out at it, connecting with its ribs. She felt bones crack and winced to herself. The creature seemed not to notice the blow at all and rolled over onto its front to push itself to its feet. By this time froth was dripping in pink lines down its chest from its howling mouth and dark pools of blood had formed in the street from its shredded legs. 

“What are these things?” Penny asked hoping anyone would have an answer. 

“Friday is getting anomalous readings. Mostly human though.” Tony’s strained reply came. Several of the creatures were hurling various bits of whatever they could reach at him, bouncing mostly harmlessly off his armor. He fired a repulsor blast at one, momentarily lighting up the darkened street, and causing the targeted foe to go flying back like a ragdoll. It merely howled and rushed back to its feet. One of the creatures below Tony leapt into the air, catching him by his calves and howling in victory. Tony grunted a curse and increased his thrusters, flying up into the night sky. The creature growled, barely able to be heard over the distance and the sound of the thrusters, and then closed its mouth over the left jet, completely cutting it off. Tony swore louder as he flipped off to one side, thrown off by the sudden change in angle. He started adjusting course with his glove units when the head of the creature attempting to chew through his boot suddenly exploded. The thruster freed, throwing Tony right off and he went spiralling into the ground in the midst of the ravenous group.

“Tony!” Penny cried in alarm. She began to move in that direction but had forgotten her own enemy, which lunged to its feet and reached for her with grasping hands, Penny’s eyes widened as she began to react too slowly to her own sense of danger when a flashing object intersected the creatures movement. The sound of Captain America’s shield colliding with the creature's face was distinct and the enemy went flying back with a pained howl. Steve snatched his shield out of midair and leaped into the fight. 

“Careful!” Penny shouted, “They're a lot stronger than they look.” She sent a few well placed webs to trap the creature's arm while Steve landed a few good blows to its head and torso, the shots getting harder and harder as Steve figured out just how durable the thing was.

“I’m hitting it as hard as I can!” He yelled, surprised. The beast man shook off the blows and grappled with Steve, trying to pin his arms and bite at his face. The shield kept getting between them and the enemies frustration was palpable, its aggressive and animalistic fighting style had Steve thrown a little off. He had been expecting a more intelligent enemy. He stumbled back, eyes wide as the thing bit down on the edge of the shield, shattering several of its teeth and causing an explosion of blood as it cut its mouth on the unforgiving metal. A blur came out of the darkness and an unrelenting fist slammed into the things head, knocking it a good dozen yards away from Steve. Bucky stood in the streetlight next to his boyfriend. 

“So hit it harder,” he smirked. The creature picked itself up off the ground and turned to look at the trio of Avengers, its jaw was completely obliterated, only scraps of flesh hanging from its face. The top teeth were mostly broken off and blood gushed from its throat, turning its unrelenting howls into a gurgling cacophony. Bucky’s face fell. “Well shit.” The creature rushed back into the fight, its eyes trailing tears of blood. 

“Try to keep its blood off you,” Penny frantically shouted as she shot webs at its arms to slow it down, “we don’t know what's causing this.” She turned to look at where Tony had crashed to the ground and sighed in relief. He was back in the air and laying on the repulsors full blast while War Machine assisted him. Several creatures that had been blasted back from the fight suddenly went flying as an explosive arrow flew into their midst. 

“I think lethal force may be advisable,” came the voice of Vision over the coms. “The affected individuals show signs of degradation at a cellular level. There is no sign of any infecting material. Caution is still advised.” The creature charging towards them crashed to the ground as several well placed bullets obliterated the remains of its head. 

Natasha darted past the three shocked Avengers and she smiled as she called back, “You guys just going to stand there collecting flies? We’ve got work to do.” Her pistols barked as she shot into the frothing mass of enemies that was gathered below Iron Man and War Machine. 

“Spidergirl, get up top and check on Osborn, we’ll take care of the walking dead wannabes.” Tony’s voice crackled over the coms, Penny grimaced as she realized that he was probably trying to get her away from the upcoming slaughter. Not that she minded actually. 

“On it, Mr. Stark.” she called as she shot a webline up onto the building. She pulled herself out of the line of fire and was soon swiftly climbing the rough stone wall, headed for Harry’s penthouse. As she was about to clear the balcony the entire night was suddenly lit up when a massive bolt of lightning slammed to earth behind her. The resulting peal of thunder nearly shook her from the building. 

“Nice of you to join us, Goldilocks,” Tony spouted off, “next time maybe leave us with our hearing?” 

“Amusing, Stark.” Thor’s voice boomed over the coms. Penny had Karen silence the background banter as she flipped herself up onto the balcony. The room was dark through the expensive blast proof glass, and the doors were inexplicably open. She couldn’t make out any movement. Thank you Thor for completely destroying her night vision. Thankfully she had silent ways to communicate with her AI. She swiftly tapped out the scan for people pattern on her leg, a small overlay appeared on her visors showing three figures in a far corner of the apartment. It looked like where Harry’s bedroom was. She’d only been in that particular room once before and would rather not think about that right now, thank you. She began to move as quietly as she could through the dark apartment. A line of text appeared in the lower right quadrant of her readout. 

There are hostiles in the building. Hawkeye and Black Widow are pursuing them from below. Proceed with caution. 

Penny sped up to reach the bedroom. If one of those things was in there with Harry and Liz they were in deep trouble. Suddenly a screeching sound reminiscent of nails on a chalkboard but ten times as loud echoed from the room ahead. Penny gave up all attempts at stealth and ran forward. The door to Harry’s room was shattered and lay in several pieces on the ground. There was no light source beyond the very dim light filtering down the hall behind her coming from outside, so Penny activated her night vision. A familiar figure stood against one wall running her claws down a metal plate that seemed to have dropped from the ceiling. It made sense that Harry had a panic room. It didn’t make sense that it was Cat that was trying to get through it. 

“Cat?” Penny’s voice wavered slightly, she took a hesitant step toward her...her what? Her friend? Her enemy? Penny shook that thought off stubbornly, she refused to think of Cat as anything but someone who needed her. 

Cat’s head thumped slightly as she let it fall against the metal door, “Fuck. This is really not the way I thought tonight was going to go.” She slowly turned around to look at Penny across the tossed remnants of Harry’s bedroom. Furniture and belongings were carelessly tossed aside. A relatively clear path connected Penny and Cat, and the occasional flash of lightning cast their shadows up on the far wall. Penny and Cat both turned to look as the light flashed again, their shadows growing and connecting briefly before everything went dark again. 

“What are you doing here, Cat?” Penny managed to ask, her heart felt as though it were going to burst from her chest. 

Cat sighed deeply and pushed her hand through her thick hair, she looked up at Penny and her lips twisted into a small self-deprecating smirk, “ I’m here to kill Harry Osborn.” She shrugged as though this was nothing to be surprised about.

“Wha? Umm what?” Penny’s head seemed to be full of static, she raised one hand entreatingly toward Cat, “That’s not very funny.” Penny suddenly felt very cold inside as Cat ruefully shook her head.

“It’s not a joke, Spider. There’s only one thing left in all the world that Norman Osborn cares about. That boy. It’s the last thing I need to take from him.” Cat slowly began to walk towards Penny. It wasn’t the flirty, languorous stride she usually had when they were near each other, but rather a direct and determined walk. It seemed to scream to Penny of her resolve to do this terrible thing. Penny wished she could see her eyes. 

“Cat, no!” Penny cried, “You can’t! Harry has nothing to do with what happened to you! Killing him won’t fix anything!” Her voice broke and she had to pull in a shuddering breath. 

“No, no you don’t understand, Spider,” Cat’s voice was trembling now, “I just need to do this one last thing. Then it will all be over.” She had made it over to where Penny still stood frozen in the doorway. She reached one hand towards Penny, her palm upward, her claws sheathed, “I need it to be over, so we can be. I just need to not have this anymore, this pain. I can’t hold you and all this pain at the same time.” 

Penny didn't hesitate to place her hand in Cat’s, sliding her fingers across the rough leather and grasping the hand beneath. “You don’t need to do this Cat. I know it hurts, believe me, but killing Harry won’t take the pain away. It will only add more.” Cat turned Penny’s hand over in her own with her palm upwards and slowly traced her fingers along the raised ridges of Penny’s web shooters. 

Cat shook her head sadly, “It’s not that simple, Spider. The man that did this to me, he was working for Harry, not his father. If it wasn’t for Harry trying to fix what his father had done, I wouldn’t have had to pay for what mine did.” 

Penny felt as though she had been hit, everything seemed to spin for a moment and she reeled, “that can’t be, Harry was the one that helped me stop Norman. He wouldn’t do anything to hurt anyone! I mean,” Penny hesitated, shaking her head, “I don’t think he would?” She realized that some part of her didn’t want to believe Cat but on some level she knew Cat wouldn’t lie about this. There had been occasional flashes of lightning blasting through the darkness outside so it wasn’t that surprising that the two girls so tied up in each other had failed to notice the sudden dim light that had suddenly filled the room. The sound of Harry clearing his throat broke through the stasis that had captured the girls. 

“Spidergirl. Umm I can’t really tell you how bad this will sound, but I did hire someone to take care of some of the problems my father left. I never meant for anyone to get hurt though. He, Macendale, he didn't listen. He was my father’s head of security and maybe I shouldn’t have trusted him but I just wanted it all to go away. I’m sorry.” Harry looked like shit, there were massive bags under his eyes and he was pale and waxy looking in the wan light coming from the now opened panic room. Penny was caught speechless. Cat wasn’t. She growled, a vicious sound that was formed deep in her chest and moved so fast even Penny almost missed it, almost. Cat’s claws sprang from her fingertips, the pale ceramics glinting in the light. She leapt the distance from where she had been to where Harry stood in a single fluid action. Her arm came down to swipe at the terrified young man when she suddenly twisted in the air, narrowly avoiding the string of webbing that passed directly between her and her intended prey. 

“Get back in that room, Harry!” Penny yelled as Cat turned to look at her. As difficult as it was to read Cat’s expression through the mask that covered most of her face Penny could see that she was furious. 

“Why, Spider? You’re supposed to be on my side!” Her voice cracked with stress and betrayal. 

“I am, Cat. That’s why I can’t let you hurt him. If he’s done what you say he’s done then we’ll make sure he pays for it, but not with his life. Please Cat, don’t make me stop you.” 

“If? If?” Cat’s voice rose, more growl than speech now, she spun to look just as the steel door slid shut again. “No!” She screamed and she turned on Penny. “You’ve wrecked everything!” She hurled herself at Penny in a violent manner, no more teasing games but just raw anger and frustration. Penny felt her spider sense go off and was surprised at how much that hurt. She fell into the familiar place that she had learned to go when she needed to let her sense guide her and immediately had to defend herself from Cat. They were so well matched, Cat being slightly faster and Penny being slightly stronger, that from an outsider's point of view it must have appeared to be very carefully choreographed. Blows were thrown and dodged, full of spite on Cat’s part and full of regret on Penny’s. After a futile round of being totally unable to connect with any of their blows Penny took a chance, momentarily ignoring the urge to dodge she brought her left hand into line and depressed her fingers on the trigger of her web shooter. Cat reacted just as quickly, bringing her hand forward and jamming one of her ceramic claws into the nozzle for the web shooter, she wrenched her hand up, throwing off Penny’s aim. There was a slight breaking sound and Cat spun away sliding herself down Penny’s arm towards her torso, as she went the web shooter sounded a distinctly abnormal squelch as it jammed completely, the webs and pieces of ceramic claw mixing together at the aperture to create a completely impassable glob. Cat came up so that her back was pressed flush with Penny’s front, she reached out and grasped Penny’s right arm in her hand and clenched her fingers around that web shooter. Penny grunted, pulling her left hand around to grasp Cat around the waist and trying to force her other hand back to bring her web shooter into line to trap Cat. Cat struggled against Penny’s strength and with a hiss of frustration she clenched her hand. The delicate machinery within the web shooter gave out with a crunch, unfortunately so did the small bones of Penny’s wrist. The resulting crack had Penny crying out in pain, and Cat released her arm as if she had been burned. Penny dropped back to cradle her now broken wrist and Cat spun to look at her. Tears fell from under the mask and Cat shook her head erratically. 

“No! Oh Spider, no! I’m sorry.” Her voice was muffled with sobs and with a final glance at the steel door Cat turned and ran through the dark and empty apartment. Without hesitating Penny bolted after her, gritting her teeth against the pain in her wrist. Cat made it out to the living room with its wide balcony doors and she turned as she heard Penny following her, “I’m so sorry, I never wanted to hurt you. You just can’t understand.” 

“Cat,” Penny’s voice was thick and between the pain and the muffling of her voice modulator it came out garbled and unrecognizable. Penny huffed in frustration and without further thought she reached up with her good hand and tore her mask off, dropping it to the ground at her feet. Cat stopped in the faint light shining in through the balcony doors and brought her hand up to her mouth. “Cat, Felicia, I understand. I do.”

Cat stared at Penny, her hand pressed against her lips until they were white with the pressure, she slowly reached out with her other hand, “Penny?” her voice sounded lost and small, almost like it had sounded all those weeks ago when Penny and Felicia had shared their one meeting.   
With a nod of her head Penny advanced across the room. 

“It’s me, Felicia. I’m sorry, I should have been there for you.” Penny’s voice was freed from the modulator and she couldn’t hold back a sob. Tears welled up and she could feel them rolling down her cheeks but she did nothing to stop them, refusing to take her eyes off Cat. Cat slowly reached up and began to pull hair pins out of her mask, one after the other until it came loose. She pulled it off and dropped it onto the floor. Her eyes were directed at the floor and as Penny reached her, Cat looked up, her features twisted in a look of trepidation. Penny couldn’t help the sharp inhale as she looked into Felicia’s eyes. They were a brilliant green, visible even in the low light coming through the window, but her pupils were vertical, exactly like a cat’s, they swelled to take in the light around them and Felicia’s lip trembled, tears appearing in her eyes. 

“I promised,” she said shakily, “I’m not normal Penny, not anymore. All I ever wanted was to be normal. Like you.” She looked down into Penny’s eyes and Penny could almost feel how fragile this moment was. She couldn’t stop herself, she reached up with her good hand and slid her fingers along Felicia’s jawbone, wiping away the tears gathered there. She had a sudden flash of the many things she wanted to say, how Felicia was just like her, how much Penny was aching to be with someone who understood, how she wanted to be there for Felicia and help her forget the pain. What came out when she opened her mouth was something else though. 

“You’re so beautiful,” Penny’s voice was full of awe as she gazed into Felicia’s eyes. Felicia swallowed harshly, blinking in surprise. Penny didn't know what came over her but she slid her hand up to the back of Felicia’s head and moved closer, her fingers sliding through the cloud of shining white hair, she had only a fleeting thought of how she wished she had taken off her gloves to feel it’s softness before Felicia, her eyes wide, leaned forward and then their lips were together. At first they just stood there, their lips pressed together, their eyes closed and then Penny pulled Felicia closer and Felicia grabbed her back and they were kissing fiercely. Their tears mingled on their faces and they let out small whimpers into each other's mouths. Without thinking Penny went to grab Felicia with her other hand and she drew a sharp breath and winced at the sudden pain. Felicia pulled back as though stung, licking her lips and staring down at Penny. 

“Spidergirl, get down!” Natasha’s voice suddenly intruded on the room. Penny spun around to see her friend in full Black Widow mode. Her tac suit was torn and her hair was a mess, blood coated her side and Penny could see her favoring her right leg. Penny shook her head mutely. “Move!” Natasha barked. 

Penny spun and placed her hand on Felicia’s sternum whispering, “Go, Cat. I left you something, where we had our first date.” Felicia stared over Penny’s shoulder, her eyes meeting Natasha’s which made Nat gasp audibly. Penny spun about and leaped at Natasha causing her teammate to flinch back. Penny spun about in time to see Cat leap from the balcony into the night. 

Natasha frowned at Penny and reached up to activate her earcom, “Tony, we have an enhanced fugitive, west side of the building.” Penny spun to stare at Natasha, her entire face crumpled in betrayal until the sound of Iron Man’s boot jets cut through the room and she ran toward the balcony doors. She saw the bright red and gold of Tony’s armor as he blasted through the night, she watched him in horror as he blasted a repulsor ray towards the fleeing figure. 

“No, Mr. Stark, no!” She suddenly realized that he couldn’t hear her and ran back to where she had dropped her mask. Natasha came up and placed her hand lightly on Penny’s shoulder. 

“Just let it go, Penny. Harry called us and told us she was trying to kill him. We need to bring her in.” Penny shrugged Natasha off and pulled her mask on, activating her com unit. 

“Slippery thing isn’t she,” Tony’s strained voice came over the coms as he fired at Cat a second time. She gracefully avoided the barrage of repulsor fire and Penny was too far away to see her expression. Cat landed upon a nearby roof and used the sure footing to avoid another blast from Iron Man. 

“Tony, no! Let her go!” Penny yelled into the com. 

“Sorry Pen, she needs to be brought in.” Tony replied. His next shot missed by a wide margin. “Fuck. What’s it take to hit this girl?” Penny watched, tears streaming down her face as she fell to her knees on the balcony watching as Tony opened the shoulder mounts on his armor, she knew he had several heat seeking missiles stored there and she was terrified because she had no idea if Cat could dodge that many or survive the impact. 

“DAD, PLEASE!” Penny screamed at the top of her lungs, her hands clenched on the balcony railing so hard she could feel the bones in her wrist grinding together, but her fear for Felicia was stronger than her pain. Tony pulled up as if he had been grabbed, his armor flipping around to face Penny. War Machine and Falcon both flew around the building towards where Cat was standing now, panting and looking very small and defeated. Penny stared into the harsh features of the Iron Man mask. 

“Fall back, Avengers, “ Tony said, his voice rough, “let her go.” the mounts snapping shut. 

“Tony.” Natasha’s voice came coldly across the coms. 

“I said we let her go. This time. Get Penny back to the tower. Bring Mini Oz and his squeeze as well.” Tony spun around watching as War Machine and Falcon flew off into the night. Penny gulped in relief, dropping her hands into her lap as she listened to Tony broadcast over his external speakers. “Alright Salem, run off and hide now. You get one free life.” Cat wasted no time disappearing into the night. Penny collapsed to the ground overcome with the tension and the pain of her broken wrist. She fought back the urge to vomit. Natasha placed a hand lightly on Penny’s shoulder but Penny shrugged her off a second time. 

“Go get Harry and Liz. I’m fine.” She knew her voice was cold and choked with pain, but a part of her could not forgive Natasha right now. 

“Sorry, Penny. It’s just the job.” Natasha’s voice matched Penny’s coldness as she stalked from the room. A few seconds later a new hand rested on Penny’s back, slowly rubbing away some of her tension. Penny turned tired, tear reddened eyes toward Clint where he crouched next to her. 

“C’mon kiddo, it’s time to go.” Penny let Clint help her to her feet and wiped her eyes through her mask. Clint pulled her carefully into a soft hug. “It’s going to be alright kid. Here I think you might want this.” He handed Penny Cat’s mask and he led her to the elevators. 

\-------------------------------------------------------------------------------------------------------------------------------

Several rooftops away a dark figure lowered the high tech binoculars he had been using to watch the entire event. This had cost him a lot more resources than he had calculated for but he had also learned what he needed to. The Avengers were not something he was prepared to deal with. It was time to expand his plans. As the last hero left the area a burning orange flame lit up the night as the mysterious figure flew off on a circular platform, jetting away into the night.


	10. Chapter 10

Penny’s good hand crushed the stress ball and she tossed it into the trash, next to the three others she had hopelessly mangled as she sat semi-patiently while Dr. Cho worked on splinting her wrist. The setting had been unbelievably painful, as her healing ability had already started growing the bones together slightly askew and Steve had had to come in and re break it. 

Though they had managed to create an entire line of drugs specially formulated for Penny’s enhanced metabolism, she had refused the heavy duty pain killers. They made her loopy for too long and she wanted all her faculties clear for the foreseeable future. Penny grimaced as the doctor completed the splinting and admonished Penny to take it easy on the hand for three or four days, the amount of time it would take for her healing to completely eliminate the breakage. She could still hear the raised voices in the corridor outside. Tony and Steve being the most audible, but Penny had heard Nat and Clint in there as well. She knew they were arguing about her and about letting Cat go. She felt tears well up again as she remembered the looks of outrage on her teammates' faces as they realized that Tony had called off the pursuit. Steve was particularly vocal, especially after helping to set Penny’s wrist. Once Dr. Cho was finally done Tony entered the room. He approached Penny and she had a hard time meeting his eyes. Tony stood there with his head tilted, his hair still plastered to his skull from the evening’s exertions. He waited with very uncharacteristic patience until Penny lifted her tear stained face to meet his gaze. She expected to see anger, disappointment, even betrayal, but all she saw was sympathy. Tony reached out and pulled Penny into a firm hug, holding her while she finally let go of the tight control she had been holding on to. It was quite some time before she could pull herself together. Once she had, Tony pulled back, leaving a light kiss on the top of her head.

“Alright Spiderling, time to face the music.” Her face must have looked quite shocked because he gave a small grin, “You’re not really expecting me to be the only one on this side are you?” Penny mutely shook her head and sighed as she gingerly got to her feet, cradling her broken wrist to her stomach. Standing straight she took a deep breath, winced slightly, and nodded to Tony, doing her best to form her features into a determined look. There was no way she was going to leave Tony alone out there after he had let Cat go. She owed him so much more than that. Tony wrapped his arm gently around her shoulder as they made their way to the common lounge, three floors up.

Penny groaned and leaned against the elevator wall as they rose towards the upcoming confrontation. “How mad is everyone?” she asked, her gaze drifting to the floor. 

“They’re not mad, Pen, more confused. We all knew something has been up with you lately, and we were hoping you were going to tell us what it was but are any of us surprised it all came out in an explosive overly dramatic fashion? We are the Avengers, and I mean you spend a lot of time with me after all, so overly dramatic explosions are really normal around here.” He poked Penny in the shoulder, “Now perk up and work that big brain of yours into some way you and I don’t end up on the shit pile for this.” Penny couldn’t quite hold back the small grin Tony’s words had brought. She looked up at him and suddenly felt a huge wave of affection for this man who had stood by her through so much. 

She wrapped her good arm around his waist and laid her head on his chest, “Thanks Mr. Stark, I'm sorry to be so much trouble for you.” 

“So many things wrong with that sentence, Pen. First Mr. Stark, that has to stop now. I think I earned that much. Second, I've told you many times that you’re not any trouble that I don’t want. And third,” the elevator stopped and the doors opened, “that was not the solution I was hoping you had.” Penny straightened up and she and Tony stepped out of the elevator onto a floor filled with tense, battle weary Avengers, most of them still wearing their costumes. Steve stood, arms crossed over his chest and disapproving glare affixed firmly in place. Natasha was perched on a countertop while Clint patched up a long gash in one of her legs, her face a marble mask. Rhodey and Sam were sitting on one of the farther couches, each with a drink and bemused expressions on their faces, and Bucky leaned nonchalantly against one wall. There was no sign of Wanda, Vision, Bruce or Thor. She assumed someone had had to stay behind to clean up the mess and somewhere in the tower Harry and Liz were being kept. 

“Alright Tony, we waited. Now let’s hear why we let a suspect escape when we had every means to bring her in.” Steve had his Captain voice on full. “The men we fought were infected with something and I would have liked to know what it was.” 

“Cat had nothing to do with those things!” Penny interrupted. 

“Are you saying that because you know or because you hope it’s true?” Steve asked, focusing his blue eyes on her. 

Penny grit her teeth and glared right back at him, “Cat isn’t responsible for whatever those things were, I’d stake my life on it.” 

“Well of course you would say that,” Natasha’s grim voice interjected, “you’ve been under that girl’s spell for more than a month.” 

“I’m not under any spell!” Penny couldn’t keep the hurt indignation out of her voice, “Ask Wanda, there was never any spell or mental coercion.” 

“There are other ways to bend someone’s intentions.” Natasha said, her raised eyebrow making her meaning clear. 

“That’s enough!” Tony declared, placing his hand on Penny’s shoulder, “Maybe Penny didn’t tell us everything but let’s face up to the fact that we all keep things to ourselves, some more than others.” His glare was directed towards Natasha. 

“Tony, this girl is a known criminal. She broke into that penthouse tonight with the intention of killing Harry Osborne, she’s a suspect in more than thirty robberies and there’s every reason to believe that however she got her abilities it may be connected to the victims of whatever was infecting those men tonight. She even attacked and hurt Penny, in case no one is going to mention that.” Steve’s square jaw was set in his usual stubborn manner. 

“She’s not trying to be a criminal, you ass!” Penny shouted, surprising everyone, “ she’s trying to deal with what happened to her. Do you remember what it felt like when you changed? I do, it fucking sucked. You were expecting it, I didn’t and it almost finished me,” frustrated tears were rolling down her face as she marched right up to Steve, staring up into his narrowed eyes, “I would have been completely lost without my aunt and uncle there, even though they had no idea what was happening to me, they were there! You had people there for you too! Well, Cat had no one! Because we failed to stop them, because I failed to protect her. She lost everything and God only knows where she ended up, having been shot and lost her dad and been altered, and never once having anyone there to help her. Maybe just for once in your stupid life think that maybe it’s not so black and white!” Steve took a step back, shaking his head slightly. 

“Maybe. She still committed a crime Penny, she still has to be brought in. We can’t pick and choose who we stop and who we don’t.” The voice that interrupted this speech was the last one anyone expected. 

“Bullshit, Punk.” Bucky said, standing up straight, “that’s pretty rich coming from you, Stevie. You were ready to turn on the whole fucking world because they said I needed to come in. And I did a lot more than steal a few toys and try, very poorly, to kill one stupid kid!” 

“Thank you!” Tony said pointing a finger at Bucky, “See, Barnes gets it. Never thought we’d be on the same side of that argument. Steve, you break the law when you need to and ignore it when you don’t agree with it. If you didn’t, Manchurian Candidate over there would be buried in the middle of the Raft. Clint did the same thing for Natasha. Now maybe it’s Penny’s turn. Are you really going to sit here and condemn her for doing the exact thing we forgave you for? For trying to help a friend who had been let down and led down the wrong path? Because if you are, then I think maybe we all have a lot to discuss about what the Avengers stand for.” 

The group just stood there exchanging various looks uncomfortably for a few moments before Natasha’s voice cut through the tension, “You know a lot about this girl you’re not sharing Penny. Maybe if you just tell us then we’ll be more inclined to help you.”

Penny deflated slightly, stepping away from Steve and looking at everyone as she slowly walked a small circle in the center of the room. She finally sighed and stopped, looking at Natasha, “Cat is Felicia Hardy. When she was shot it somehow infused her with the same isotope I have in me. Mr..I mean, Tony and Dr. Cho found that the isotope had been somehow mixed with cat DNA, so, and this is only a guess, I think that Felicia went through a change, kind of like Steve, and she ended up as Cat. I saw her eyes tonight, so did you, it makes sense.”

“How can you be sure it’s her?” Clint asked quietly.

“She told me?” Penny admitted with a small shrug of her shoulders. 

“Aha!” Tony exclaimed, “that explains your little project!”

“What project?” Natasha asked suspiciously.

“Nope.” Tony said, popping the p, “only trusting trust buddies get to know.” He winked at Penny and then turned to Bucky, “I’ll tell you later.” He said in a very loud stage whisper. 

Bucky snorted and shook his head, he walked over to Steve and lightly punched him in the arm, “good enough for you, Stevie?” 

Steve rubbed his hand over the back of his neck and smiled ruefully. “I just wish it was. Sorry Penny, I want to believe you. I’m just really concerned about those enhanced we fought, if someone can make that many of them I shudder to think what else they have access to. And it’s really suspicious that they attacked Harry’s building the same time your friend did.” 

Natasha ran a hand down her face as Clint finished stitching her leg, “Maybe not. If I was going to stake out a place and I just happened to see a group of men attack the security there, I might have taken the opportunity to go after my target.” 

“Well, luckily for everyone she didn’t know about Harry’s panic room. If only he had stayed in it.” Penny huffed, cradling her wrist. 

“He came out?” Sam asked from his place on the sofa.

“Yes. He felt the need to try to explain why he had hired Macendale and how he hadn’t planned for anyone to get hurt.” Penny replied bitterly.

“We really need to talk to that kid.” Tony said, his voice holding more than a little anger. 

The elevator opened and Wanda stepped out, she picked up on the tension immediately of course, “Harry?” she asked, mostly to be polite. It was obvious to her what was on everyone’s mind. Well, most people in the room. She walked over to Penny to give her a quick hug and whisper in her ear, “she’ll be okay, Penny.” Penny blinked, tears threatening to form again, but nodded and gave Wanda a shaky smile. 

“How are Harry and his girlfriend?” asked Steve, the concern for innocents clear as ever in his voice.

“They are doing as well as can be expected.” Wanda replied. “With Liz here, Harry has been very careful to keep his familiarity to himself. It helps that Vision is the one taking care of them. They have never interacted much.” 

“Has he revealed anything about the Resident Evil reject squad that tried to eat us?” Tony questioned, stepping up to place a gentle hand on Penny’s shoulder. She instinctively leaned into him and sighed as some of the tension she was feeling began to fade. 

Wanda hesitated ever so slightly. “Not exactly.” she hedged. 

Natasha gave a small chuckle, “But he thought about it, didn’t he?” Penny met Nat’s eyes and saw the small offer of apology there. She gave a small smile to her friend to show that she didn’t have any hard feelings about what had happened. Nat had been looking out for her after all. Nat let a small smile appear as an answer. 

“He thought of little else. Even had I not been trying to,” she glanced sideways at Steve, “skim, his thoughts. I probably would have got something.” Steve for his part sighed but offered no complaints about Wanda's obvious glossing of the truth. 

“So, what’s the deal? Did he know about them?” Bucky asked, intent on moving the conversation along. He moved over to set his flesh hand on the back of Steve’s neck, slowly working the knots of tense muscle loose. Steve tried to suppress a groan of relief, failing pretty spectacularly. 

Wanda let a small, satisfied smirk appear on her lips as she spoke, “He seems to be obsessed with something he calls the goblin formula. As far as I can gather it was something his father had been working on quite extensively toward the end of his career. Norman had told Harry that it would bring an end to all their problems. Harry seemed to believe that it was a project created with the funding and backing of somebody fairly high up in the American military.”

“Any names?” Natasha asked, flexing her injured leg to promote feeling as the anesthetic wore off. 

“None he was sure of. Although he believes Jason Macendale may have been a part of the whole thing. It is why he tried to use him to erase it. He was afraid that whoever had commissioned the project would use it to take control of the company before the merger could be complete.” Wanda continued, “according to what his father said and what he personally believes, it looks like Oscorp was on their way to producing a new type of the serum that created Captain America.” As expected Steve and Tony both instantly tensed up at that. The serum had already been at the bottom of too many conflicts between the two men. The idea that it was now invading a third generation was intolerable. The men met each other's eyes and seemed to come to some unspoken agreement. 

Rhodey rose from his place on the sofa and headed for the elevator, “I've got to get back to Washington for some meetings. I’ll be back in a couple of days, while I’m there I’ll do some digging to see if anyone has any connections to Oscorp. I’ll send the info through Friday. Keep safe, people.” The elevator doors closed behind him. 

“Friday, how’s Bruce doing with those samples?” Tony asked his AI. 

“Doctor Banner informs me that these things take time, boss, he says to tell you that he’ll probably not have anything before morning.” the AI replied shortly. 

“Fair enough. Alright crew, it was one hell of a night. I’ll send Harry down to one of the guest floors and we can return to this when we have more info. Natasha, I assume you’re going to do an all nighter so Friday is at your disposal. Barnes, take your boyfriend to bed and try to clear his mind why don’t you. And please, spare me any details.” Steve made as if to protest, but Bucky just grinned and tugged Steve’s hand toward the elevators. Steve closed his mouth, turning red, and followed along, looking a bit too eager. Tony wasn’t done though, “Clint, Sam, do whatever it is you do. And Penny, come with me.” He began to head down the hall to one of his studies. As Penny followed him, she started to get a sinking feeling in her stomach. Tony ushered her into the room, closing the door behind them. 

“Alright kid, I backed you up out there, and we both know why.” He reached one arm out to place his hand on her shoulder, “I’m still not sure it was the right thing to do, but I wasn’t in the right headspace anyway. Fighting those things had me too upset to think properly. I was frustrated, and I need to thank you for making me snap out of it. That being said, you pulled a pretty specific string. I think I know why you did, but I hope I’m wrong. So as much as I would love to let you sweep this under the rug, and heaven knows it’s something I would do, I just need to ask...” 

Penny listened as Tony continued to ramble out his question. She lowered her eyes and smiled shyly as he tried to ask what he wanted to know, she stepped forward and wrapped her arms around his waist, surprising him into silence. “I didn’t do it to make you listen. I wasn’t thinking when I said it, I just couldn’t stand the idea that you, the man I look up to most in the world, would hurt her. I don’t really know what’s happening between her and I yet, but I know it’s important. As important as what is happening between you and I. And I knew that if I didn’t stop you, I might never have been able to forgive you if you hurt her. So I just said what I felt. I’ve been calling you Dad in my mind for a while, Mr. Stark. The other night when you told me you love me, I realized that it was okay to feel like that. It doesn’t mean I didn’t love my Dad or my Uncle Ben, it just means that I love you as well. And I’m sorry if you felt as though I was manipulating you. I wasn’t. I just needed you to stop.” She pressed her head into his chest and kept her eyes down, she was afraid to look, afraid to see if he was going to reject her, or be angry, or call her a liar. 

When Tony finally spoke there was a thickness in his voice. “You love me?” It was a quiet question, his voice seemingly filled with uncertainty. His arms had tightened around Penny, and he pressed the side of his head down onto the top of hers. “Of course you do. You are so amazing, Pen, whatever you need to get through this, we’ll work it out.”

Penny smiled, stepping back and looking up at Tony, he was slightly blurred by the tears in her eyes. “Thanks,” she ran a hand over her face, “sure wish I would stop all this crying, though. I don’t even know what I’m crying over now.” 

Tony placed his hand on the back of his neck. “About that, umm, seeing as I’m officially a father figure now, I really hate to do this, but I’m afraid I have to ground you.”

Penny stared at him, shocked out of her tears, “Umm, wha?”

“Just until your arm is fully healed,” he backpedaled “or maybe until after your birthday?” he winced slightly.

“That’s like ten days away, Dr. Cho said it would be fine in three.” Penny heard the defensiveness in her own voice but she didn’t stop, “What if Cat is out there and she needs me? I need to find her Mr..Tony.” 

“If Cat shows up, you and I will go get her. We’ll bring her here, and Bruce and Helen can help her figure out what is happening to her, or happened to her. For anything else, I want you resting and on the ground. Besides, I need to repair the damage to your web shooters. And redesign them to prevent those issues,” Tony stated earnestly, “please, kid? For me?” 

Penny sighed and quietly nodded, her wrist was throbbing anyway and she could really use a good night's sleep, “Alright, but only for you.” They walked to the door and made their way to the elevator. The rest of the floor was empty and everything was quiet. “I’ll send my suit down to the lab in the morning, otherwise I know you won’t sleep until you fix it.”

Tony fixed her with an unconvincing glare, “I’ll have you know I can totally avoid working all night without your advice.” Penny simply raised an eyebrow. “I could, just because I never have doesn’t mean I wouldn’t,” he huffed. The elevator stopped at her floor and Penny stepped off. 

As the doors were about to close Penny smiled softly at Tony, “Goodnight, Dad.” Tony’s eyes widened slightly but before he could make any remark the doors had closed. Penny started toward her room, ready to be out of her costume. Her mind drifted back over the night and as it did she stopped dead in the middle of the hallway to her room. She lifted her hand to her lips, certain she could still feel the soft pressure of Felicia’s lips, hear the soft sounds they had made into each other’s mouths, feel that swelling feeling that had grown in her chest. She had kissed Cat tonight! Or rather Cat had kissed her first, but it didn’t matter, it had happened! Penny felt the pain of her wrist fade along with her fatigue, she could feel herself smiling widely, the tears gone as she revelled in the memory. She walked into her room and released the suit, allowing it to fall off her body, and as tired as she was she decided that she was going to hold on to this memory for as long as she could before the light of day forced her back to reality. So she closed her eyes and slumped back against the door and just remembered. 

The next two days passed slowly for Penny. Between the pain in her wrist and the constant thoughts of Felicia, she had been sleeping very poorly. Bruce still hadn’t managed to gain any useful information from the remains of the creatures they had fought. Harry and Liz had left after a rather grueling interrogation from Natasha and Steve, and Harry had promised to turn over everything he had on the goblin formula. Friday was searching for any signs of Black Cat anywhere in the city, but Penny wasn’t hopeful. If Cat decided to hide, she doubted they could find her. 

She sat at the kitchen table, alternating between deep sighs and staring into her congealed oatmeal. Who’s idea had it been to make oatmeal anyway? Gross. She dropped her spoon into it with a thick plop and got to her feet. She was due to meet with Dr. Cho to go over her recovery in an hour, and she thought she’d try to get a shower in first. She started to run through her favorite memories of Cat as she headed for her room, startling Wanda as she passed her. Penny barely noticed the scandalized look Wanda flashed her, as she was already becoming lost in the remembered sensation of Cat’s lips on hers when Friday’s voice suddenly blared from several of the overhead speakers.

“All Avengers assemble in the command center. I repeat, all Avengers to the command center at once.” Penny and Wanda exchanged a worried look and quickly ran to the elevator. As it opened Natasha dashed from her room to join them. She looked as though she had just been woken up and was typing on her phone. Her expression was grim. 

“Do we know what it is?” Wanda asked. Nat just shook her head distractedly. The elevator opened onto the command and communications floor and they made their way to the command room. Tony and Steve were already there, and Sam joined them shortly thereafter. Vision was the last resident to arrive, simply floating through the ceiling to set down beside Wanda, who greeted him with a smile. Steve stepped to the front of the room, gaining everyone’s attention. 

“Rhodey and Clint are currently out of the tower, Thor had to take a trip to New Asgard, and Bruce’s work is too delicate to be interrupted now, so I’ll go ahead. We’ve been contacted by the Sokovian government and they have requested our assistance. Roughly six hours ago, a Sokovian news crew captured this footage. Friday?” A screen descended from the ceiling and footage began to play, it was rough, obviously done on the fly and without the normal setup a professional news crew would prepare. The scene showed a commercial center with smoke rising from one end, and people were running and screaming away from the area. The camera zoomed in on the shattered storefront the smoke was pouring from, and there was a flash of light and a momentary form in the opening before the camera went dark. The picture reappeared centered on the moment before the picture went out, and Friday’s magic enlarged and digitally cleaned the image. In the destroyed wall of the shop, was the fuzzy but unmistakable form of an Ultron drone. Everyone in the room reacted. Wanda gasped and covered her mouth, Vision stepped toward the image with a barely audible “Impossible.” Natasha got more stony faced, if that was possible and Sam just slumped against the wall with a weak “Fuck.”

Tony stepped forward again, “I agree with Sam, Fuck. I have no idea how authentic this image is but we can’t take any chances with this. The quinjet will be ready to go in five. Gear up, people.” As everyone headed to the door following Steve, Tony reached out to place a hand on Penny’s shoulder. “Not you Pen, I know you’re going to argue with me, but you’re still not cleared for duty. I need you to stay here with Bruce and hold the fort down. We’re picking up Clint and Rhodey on the way, so don't worry about us being under manned. Stay safe.”

Penny was torn, on one hand she couldn’t stand the idea of the group heading off to a fight of this caliber without her, especially since Thor was still offworld. On the other, she didn’t want to leave New York in case Cat surfaced. Seeing as Tony was making the choice for her, she simply pulled the man into a tight hug and said, “You all better make it back by my birthday Tony, I’m not ready to turn seventeen without my family here.” 

Tony swallowed heavily to clear the lump in his throat, “Maybe call May and have her and Happy come stay while we’re gone. I’m almost sure this is anything but what it looks like. Vision and Friday both have around the clock algorithms running for anything connected to the Ultron AI and neither of them got a blip before this appeared. We’ll be back before you even have time to miss us.” He placed a kiss on Penny’s forehead and turned to head for the launch bay, his armor forming around him as he went. Penny stood there and watched out the window as the quinjet launched from the tower and faded out of view into the east.


	11. Chapter 11

**Notes for the Chapter:**

> A great big thank you to everyone reading. I love all the comments and kudos. Special thanks to my beta HadrianBlood for comma wrangling.  
> Just a warning there is some violence and a scene involving torture in this chapter. Nothing horribly graphic at least in my opinion.

It was only a couple of hours after the team had left when a messenger arrived from Oscorp. He had brought the promised package from Harry, containing all the information that still existed on the so called goblin formula. As the only person left in the tower with the proper authorization, Penny had to go down to the lobby and accept the package, then personally take it to the laboratory level Bruce was working on. On the way down she had sent a text to her aunt to see if she and Happy wanted to come by for lunch. May had agreed and she was looking forward to seeing them. Stepping off the elevator into Bruce’s lab, her nose wrinkled at the odor of stale coffee and unwashed scientist. Bruce looked positively ragged, dark circles were set deep under his eyes and his hair and clothes appeared as if he hadn’t changed them for three days, which knowing how Bruce worked was probably close to the mark. Penny headed over to where Bruce was running several slides through the massive electron microscope. A dozen or so beakers of a glutinous grey substance sat on a table nearby. 

“Is that what made the creatures from the other night?” Penny inquired curiously.

Bruce glanced up from his readouts and blinked myopically for a moment, probably needing to translate human speech after so much time with only computers and readouts around. Finally he grimaced and shook his head, “No. Those actually are the creatures from the other night. What’s left of them anyway. Whatever gave them the strength and durability was not so slowly dissolving their cellular make up. By the time we got them back here there was little left except this weird biological soup.” 

“Gross!” Penny exclaimed. “Well at least that means this probably isn’t going to lead to Norman getting a super soldier formula. No one is going to pay for dissolving soldiers.”

“I don’t know about that. I reviewed all the footage of the fight that was recorded by the team and Friday. These people were near mindless with rage, if someone wanted to spread a little terror amongst their enemies all you would need to do was infect a group of their civilian base with this crap. The results would be horrifying.” Bruce lifted his glasses and rubbed his eyes tiredly, “I’ve tried every test I can think of on it, but I can’t separate any of the constituent parts away from the base human genetic material. I thought I had something yesterday but after six hours of analysis the only thing I could conclude was that one of these guys was wearing cheap aftershave.”

“Sounds rough. Are there any radioactive signatures?” Penny asked peering at the readouts plastered all over the nearby tables. 

“Some, but nothing that stands out as unique. It’s almost as if any radiation involved had seeped so deeply into their cell structure that it was dissipated by the dissolution of their corporeal essence.” Bruce stretched out his back and glanced at the package in Penny’s hands, “What have you got there?” 

“Oh,” Penny startled, somewhat caught up in the research, “This is the package Harry promised us, everything he had on the goblin formula.” Bruce perked up at that. The pair of them carefully opened the package revealing a large pile of papers completely covered in tiny printing and a pair of vials. One of the vials contained a murky green, viscous liquid that was labeled ‘GobH-12’ and the other was a bright blue vial that gave off a ghostly glow. There was no label on that vial but a small post-it note stuck to it identified it ‘Experiment G-f1’. Bruce seemed reenergized with the appearance of new data and he started combing through the papers immediately. Penny gave a half hearted attempt at helping but biology had never been her strong point so she left him to it and, after prying a promise out of the older man to eat something, she headed back up to the living levels. 

As she stepped off the elevator on the common floor she was surprised as she was suddenly engulfed in a hug, Penny almost pulled away before she recognized the familiar aroma of the unique perfume Tony had specially made for Pepper. Penny quickly wrapped her arms around Ms. Potts and just revelled in the sensation of being held for a moment. Eventually they pulled away from each other and Pepper pressed a small kiss to Penny’s forehead. 

“Are you okay?” Pepper asked quietly. 

“I..no not really.” Penny answered, feeling the tears that had been threatening her for the last two days creeping up again, “I’m angry at Harry, I’m worried about the team, and I’m really scared that I’ll never see Felicia again.” She sniffed and tried to turn her face away but Pepper wouldn’t let her, placing a gentle hand on her chin and forcing Penny to look her in the eye. 

“I’m sorry honey, I know things in this world are hard and I wish I could fix it all for you. The best I can do is offer a warm shoulder and a willing ear.” Pepper’s smile was welcoming and the raw empathy in her eyes was almost too much.

“Thank you, Pepper,” Penny gulped, “I asked May and Happy for lunch, would you like to join us? Maybe it could just be a little...family..thing?” She really hoped she wasn’t sounding too hopeful, or worse, desperate. Pepper actually gasped a little and Penny swore she could see her eyes getting shiny. 

“I’d love to,” Pepper said grinning widely. Penny and her then went into the kitchen area to see what they could put together for lunch. It would have been easy enough to order something from one of the innumerable restaurants that Tony had on speed dial, but it just seemed right for the two of them to try to make something themselves. They had an hour of just the two of them in the kitchen while they cooked and chatted away about anything that would keep them from thinking of their loved ones absent from the tower. Penny found herself agreeing to a shopping trip with Pepper the next day and they decided to see if MJ might want to come with them. Penny meanwhile was badgering Pepper for details on the wedding, specifically when it would happen. When Pepper hesitatingly asked Penny if she would be willing to be her maid of honor, Penny shrieked loudly, dancing around the room and agreed very enthusiastically. The two of them were smiling and discussing dresses when the elevator arrived carrying May and Happy. Penny jumped up and gave her aunt a big hug and even planted a kiss on Happy’s cheek. She led them into the kitchen and Pepper greeted them both with her flawless grace. Penny hoped she could learn that eventually. Maybe if they spent enough time together. 

May gasped as she caught sight of Penny’s wrist in it’s cast, “What happened, baby?” she asked with concern. 

Penny flushed and shook her head slightly, “It was just a bit of a misunderstanding.” 

“What kind of misunderstanding ends with a broken wrist?” Penny could hear the suspicion in May’s voice. 

“My friend just didn’t realize quite how strong she was.” Penny admitted. 

“Which friend?” May asked confused, “Is this the girl you think is Felicia? The Black Cat one?” 

“She is Felicia. We sort of talked about it. I know she’s Felicia because she knows I’m me,” Penny answered.

“So she’s Felicia and she broke your wrist?” May seemed to be having trouble connecting the ideas, “What kind of friend just breaks your wrist?”

Penny sighed and tried not to let May’s overprotective nature bother her. “Remember a couple of years ago when the fridge door broke? And I told you I didn’t know what had happened, it had just fallen off?” May’s eyes narrowed but she simply nodded and said nothing, “Well that was actually me not being used to how strong I was. I just opened it and the entire door ripped off in my hand. When you’re suddenly so much stronger than the world around you is designed to withstand, it takes a lot of concentration not to break everything. Felicia just exerted a little too much force on my wrist. She was really sorry, though.” 

Before May could interject with another word Happy spoke up, “You have that whole fridge door thing fixed though? Otherwise I’m really going to need you to ask one of us to get you your drinks in the new place.”

May flushed bright red and her voice was a little strangled as she said, “Harold!”

Penny's eyes flashed between the two of them as Pepper hid a grin behind her mug of coffee and she raised one eyebrow at her aunt. “New place?”

May seemed to be at a loss for words so Happy took a deep breath and looked Penny squarely in the eye, “I asked your aunt to move in with me.” his eyes flickered to May and she avoided meeting his gaze, “Over a month ago. She said yes but made it a point that we needed to wait until she had found the right moment to tell you.” May slowly looked up to meet Penny’s gaze. 

Penny frowned at her aunt but couldn’t hold it, her face split into a massive grin and she launched herself across the table to grab May and hug her, carefully of course. “I’m so happy for you,” she told her aunt. “I was hoping it was something like that.” 

May looked surprised and hugged Penny back, “I was so worried. I didn’t want you to think I was abandoning you.” 

Penny laughed, “I was worried you thought I was abandoning you. I kind of live here at the tower now and I was so worried that you would be lonely.”

Happy gave a gruff laugh, “Told ya May.” He got up out of his chair and came around to engulf both of them in a huge hug, “You will always have a place with us, Penny. For when Tony’s ego grows too big and no one else can fit in this monstrosity of a tower.” Even Pepper had to laugh at that one. 

The day went really well after that, the four of them discussing May and Happy’s new place and making suggestions for new furnishings. They had decided to move Upstate to get away from the busyness of the city. Over his time with Tony, Happy had made excellent money and could easily afford for the two of them to live for the rest of their lives without needing anything. They even had several trips planned out. Penny let May know that she couldn’t be happier, and just before they left she made sure to take Happy aside and thank him for getting May to come clean, and also for the save on the whole Felicia issue. Happy simply flashed Penny a wink and the pair left. Pepper had to go do some work, so Penny headed to the lab to work on some more of the projects Tony had left for her. After a few hours of that she had a very nice dinner with Pepper and then the two of them curled up in the lounge and watched a pair of romantic comedies. By the time Penny went to bed she had almost stopped worrying about everything. Almost. She tossed and turned as the night got later, her wrist ached and she kept seeing flashes of the scene between Tony and Cat replaying over and over in her head. Eventually she must have fallen asleep because she was extremely startled when Friday’s voice pierced the late night silence. 

“Penny, you must wake up. Please Penny, wake up. Ms. Potts is requesting your presence in the AV room. Please wake up, Penny.” Penny finally pried open her gritty eyes and mumbled something insensible. 

“Penny, it’s about Felicia, you need to get up!” Karen's voice finally intruded on Penny’s tired mind and she snapped into wakefulness. She pushed herself out of bed, wincing as she put too much weight on her wrist. She climbed out of bed and the cool air caused goosebumps to raise on her bare legs. She stumbled to the door. 

“What’s happening? Karen?” Penny sped from the room and climbed into the elevator, crossing her arms over her chest and wishing she had taken the time to grab some warmer clothes. 

“Just hurry, Penny. It’s playing in the AV room.” Karen’s voice seemed more agitated than normal. Penny hoped the adjustments she had made to her AI hadn’t caused any unforeseen problems. Penny ran from the elevator into the AV room as soon as the doors opened. The various screens were all playing the same news stories from different channels. The scene was playing out in Times Square, a costumed figure was swooping over the street on some sort of disc which was riding on a jet of fire. The figure appeared to be a very athletic man dressed in a suit made up of green scales. His boots were a similar color and had pointed toes, they were strapped to the disc and it appeared to move through shifts in the man’s body. The most bizarre feature was its head, which was an orange jack o’lantern wreathed in flames. As Penny watched in astonishment a different screen focused on a television reporter in a newsroom somewhere. 

“As you can see in this footage, the bizarre creature is flying over the traffic in Times Square and throwing what appear to be some kind of explosives at the pedestrians and drivers. Police are on the scene attempting to apprehend the suspect, but have so far made no progress. I’m receiving word that four police officers have been wounded by the suspect already, and several civilians are down in the street. Emergency services are being prevented from reaching the injured.” Penny’s focus shifted to another screen where a wide angle showed the figure swooping across the square and tossing what appeared to be a small grenade toward an ambulance trying to approach the intersection. The grenade exploded with a flash of blue light and the ambulance immediately went dead. The reporter in the newsroom was holding her earpiece as she looked back up at the camera and began to speak again. “This insane Jack O’lantern character has just contacted the police. He is demanding that the Black Cat turn herself over to him or he will continue to destroy the city and kill civilians. In his words, ‘The one known as Black Cat will surrender herself to me or I shall rain death down upon this city. Your precious Spidergirl has gone and left you alone. The Avengers will hunt you down when they return. Come to me and all this ends.’”

Penny stood paralyzed for a moment. Would Cat see this? Would she go? Did she believe that Penny had abandoned her? None of it mattered, a madman was killing people in her city! Tony and the others were gone and couldn’t help. Except Bruce and she really doubted that that would make anything better. She suddenly realized that she didn’t have her costume. Shit. Well there was the Iron Spider. Or not. It was still on the quinjet. Her original costume then. Wait had they ever repaired it after that last mission? Whatever, she’d find something. She spun around just as the door opened. Pepper stood there looking stressed. She was holding Penny’s suit in her arms. 

“He finished it before he left. Just in case. I know you’re going to go, but please Penny, try to be careful.” Penny threw herself at Pepper and squeezed her with as much meaning as she could without causing harm. She immediately began to pull on her outfit. 

“He knows the Avengers are gone. He thinks I went with them. Either he’s watching the building, or he lured them away. I think you should call Tony and Natasha. Tell them what’s going on.” She pulled her mask on. “I can’t let him hurt anyone else. I can’t let Cat think I won’t be there for her.” 

Pepper pulled Penny into another hard hug before she could run out of the room and said quietly into her ear, “Hurry back and be safe. I need you to help me take care of….” Pepper swallowed and seemed about to say something but just stood up and smiled. “Good luck.” Penny didn’t wait any longer, she ran down the hall to the exit. All the Avengers levels had them for those who didn’t need to go to the ground floor. She leapt from the side of the building free falling almost forty stories before shooting a web and hurtling toward Times Square. 

Within minutes, Penny had arrived at the scene of carnage. Police cars were set up in a cordon several blocks back, keeping people clear of the danger. As Penny set down on one of the billboards, its digital images flashing erratically around a large black gap in its structure, she could see the smoke and the fires that the villain had caused below. She suddenly had a blast of her spider sense and hurled herself away as her perch was consumed in a blast of fire. She spun in the air, using her webs to bring herself into line with the bizarre man on the flying…..pogo rocket? Good enough. She swung wide around the flying figure and shot a web onto the edge of the disc shaped vehicle. As the web struck home she started to pull, thinking to yank it from under Jack O’lantern’s feet. A small blade swept up out of the edge of the platform slicing the web cleanly. Penny was thrown slightly off balance but recovered before the villain could make any other move. She swept around and landed on another nearby building. “Karen, scan this guy with everything we’ve got. Give me some weak points.” 

“What do we have here?” The voice emanating from the burning pumpkin was very synthetic, high pitched and tinged with more than a hint of hysteria.”You’re not supposed to be here! I wanted the other one!” He reached into a satchel he had hanging around one shoulder, pulling out a small sphere and throwing it in Penny’s direction. She didn’t need her spider sense to tell her it would be a bad idea to let it hit her so she webbed it and flung it back in his direction. The sphere exploded a couple of feet away from him, not close enough to hurt but it definitely threw him off. He zoomed around in a circle to regain his balance and Penny used the momentary distraction to swing toward him with the intent of kicking him off the pogo rocket thing. Her foot connected with his chest and he went flying back away from the impact. However there was some sort of defensive device built into his armor because Penny was struck with a powerful electrical shock. Her suit dissipated a portion of the voltage but it was still enough to cause her to freeze up for a second which had her plummeting toward the ground. She recovered quickly enough that she was able to launch a web from her right web shooter, which stopped her fall with a jerk. The sudden strain on her weak wrist caused it to crack and a sharp pain shot up her arm. She involuntarily released her web line and crashed gracelessly to the ground, knocking the wind out of her. She gasped trying to draw a full breath and her spider sense started screaming for her to move. She tried to roll away but was too slow. A small, round object flew into her vision and she tensed up just as it burst. The sudden overpowering flash of light and extremely loud bang of the explosive overwhelmed her already hypersensitive senses, at the same time a strange vibration slammed into her, causing vertigo and nausea. Her spider sense went crazy, making no sense, seemingly trying to get her to move in every possible direction and none at the same time. Her vision was dancing with spots and she couldn’t hear anything except a high pitched whine that filled her ears. Her visor readout was flashing red and yellow with warning signs. She was sure Karen was trying to talk to her but she couldn’t hear her. She clenched her teeth to try to subdue the urge to vomit. Vomiting in the mask was a bad idea, with a capital B. She tried to get to her feet, using her good arm. Something slammed into it, knocking her down and she felt the bone in her arm snap. Her costume immediately stiffened around the limb. Immobilizing it to prevent further damage. She rolled across the street propelled by the force of the blow that she had received. She desperately tried to stand, to clear her vision, to do anything. The random jolts from her spider sense were making no sense. Something struck her in the front just as she had got her feet under her. It felt as though a truck had hit her. She felt herself fly through the air and she slammed against something that crumpled with the feel of twisting metal. Her back exploded in pain and she knew she had several cracked and broken ribs. As she fell to the pavement she coughed weakly and half her screens disappeared under a blurry red splatter. Something thick and coppery was filling her mouth. She had the sudden incongruous worry that she had lost a tooth. She struggled to get up. It was no use, her body hurt everywhere. She grunted into her mask, spitting up more blood. 

“K...ka..ren. Enact immigration protocol. Now.” Her words came out broken and slurred. She had to hope it was enough. Something dragged her off the ground and she screamed in pain. Suddenly the whine in her ears parted briefly as she heard Karens’s voice. 

“....ot..l. .ena...ed. Penny!” and her suit went dark. She had a last thought of how sorry she was. Sorry she wouldn’t see Tony again. Or be with Pepper for the wedding. And sorry she would never get to kiss Felicia again. Sorry for so many things. Something struck her in the back of the head and everything went dark. 

As consciousness returned Penny’s first realization was the pain. She was suspended from something, all her weight hanging from her arms. Her left arm jolted as she shocked awake and the resulting slash of pain nearly sent her back under. Her right wrist felt totally separated and her back screamed. A thick, cold mass was squished between her mask and her face, making it hard to breathe. She coughed and choked briefly. The resulting motion had her screaming at the pain. She pried her eyes open trying to figure out where she was. One of her eyes was sealed completely shut and the other was blurry and unfocused. She blinked a few times trying to dislodge the crusty film that obscured everything. Her visors were on manual view, no power ran to any of the suits many systems. Penny couldn’t contain the sigh of relief. It had worked. Through her eyepiece she made out a dark room. She wasn’t able to make out any details. The only light source came from her right and she tried to shift her head. A wave of dizziness almost overcame her but she fought it off. A flickering orange-hued light made its way into her limited vision. It came from the pumpkin shaped helm laying on a table nearby. Surrounding it was other tech, including various small round objects formed in the likeness of pumpkins. As she tried to make out more of the room her vision was suddenly obscured as a dark figure stepped in front of her. A crushing hand gripped her jaw and her head was forced up to meet the gaze of the man the hand belonged to. His skin was a waxy yellow, noticeable even in the dim broken light. His eyes were tinged with red and had a slight internal light. He grinned and revealed twisted, fang like teeth. His breath was terrible and Penny had to resist the urge to gag. She tried to say something but a thick slime was in the way of her throat and she could only swallow. At the sudden movement the man slammed a fist into her stomach. She convulsed under the blow, screaming as her arms and back shot jolts of excruciating pain through her entire body. 

“Welcome back.” The man’s voice was cracked and his twisted teeth gave it a strange dissonant accent. “You really should not have tried to stop me. I am more than you will ever be.” He stepped out of her view, releasing her face and she slumped in her bonds, sending another nauseating wave of pain through her system. She could hear him as he continued to speak, outside of her vision. She couldn’t bring up the energy to move her head. 

“Cleverly designed that suit you wear. I could not figure out how to remove it. It cannot be cut nor torn. Very clever.” He moved back into her visual range. Her downcast eye could only make out the green metal of his armor. He reached out and lifted her head, meeting her gaze with his grotesque eyes. “Not impenetrable though. Just difficult. The threads are impressive. Nothing I have will cut them. Not without killing you in the process. And I am loath to kill you just yet, little hero. You have gotten in my way and I am not a forgiving man. I need her blood. It’s the only thing that I know will stop this accursed transformation.” He got a contemplative look in his bloodshot eyes. He stepped away, dropping Penny’s head. She swallowed thickly, fighting back the waves of pain. “Perhaps she’ll come for you. I’ll have to be careful though. The two of you together would be too much even for me.” He walked into her vision again, he didn’t bother to lift her head this time, just lifted the thin tool he was holding in his hand to where she could see it. “Those threads are too close together to admit anything as large as a bullet. This is much thinner.” He stepped forward and Penny tried to wiggle away from him as he pushed the tool against her leg, wiggling it back and forth until it slipped between two of the vibranium threads. “Now let us see if there is anything useful in your blood.” He shoved the tool into her leg, drawing a strangled scream from her already raw throat. He stepped back leaving the tool dangling from her leg, pushed in up to the grip. She tried desperately to move but every shift sent grinding pain through her broken arm and wrist. She found she had started sobbing and couldn’t stop. The depraved villain continued his grinding speech. “I can see you are much stronger than your frail form would indicate. Shall we see just how much?” He stepped back into view, in his left hand were several thin metal instruments. He hefted one with his right hand and stepped toward her. 

Penny didn’t stop screaming for a long time.


	12. Chapter 12

**Notes for the Chapter:**

> This was the hardest chapter to write so far. It actually took me over a week and I erased parts of it multiple times. I hope you enjoy. Thanks for reading and for commenting. Also thanks to HadrianBlood who was kind enough to assist me with my rampant comma abuse.

Felicia sat in the darkness. The only light emanated from a small digital watch which sat on a low rough wooden table beside the cushionless armchair she was on. One leg was thrown over the arm and the other was stretched out across the cold stone floor. The sounds of dripping water echoed all around. The dim light was more than enough for her new eyes. Not enough to make out colors, but detail was easy. She ran her fingers over the mask in her hands over and over again. 

The suit Penny had left for her in their spot was comfortable. So much more comfortable than the one she had patched together for herself. It was made of some strange material that was as flexible as spandex, but tougher. Like kevlar almost. The white accents on the forearms and feet were a nice touch. It matched her hair. The mask was reminiscent of the one she had left behind. 

Left behind when she had hurt her Spider. 

Her eyes were sore from the tears. She had never meant to hurt anyone. Somehow things had gotten all out of control. Sighing for what must have been the thousandth time, Felicia reached over and plucked a cube of cheese from the tray beside her watch. She offered it to the plump, white rat that rested in her lap, stroking the creature behind its ears. The rat snuffled contentedly as it munched on the treat. She lifted her gloved hand into the air and extended the claws. They gleamed even in the dim light. The tips made of a metal she had only heard about but never dreamed of seeing. She slid them back into the gloves, the mechanisms were exactly as she had designed them. Penny had used her design. She hadn’t changed anything except to tip the claws with the world's strongest and rarest metal. Where had she even gotten it? And what made her just give it to Felicia? She sighed again, feeling the dryness in her eyes. She wondered if she would have any tears left after this. She ran her hands down the front of the skin tight outfit, trying to picture her Spider running her hands where the fabric clung to her curves. She tried to get lost in the fantasy, but the sound of a wrist snapping caused her to flinch and pull away from the daydream. She opened her eyes as she felt someone approach. It had taken her quite some time to get used to the strange senses she had developed after the accident. The way she could feel things as if they were brushing up against her even though they were farther away than she could even reach. She liked to think of it as her whiskers. After all, every cat had whiskers. She knew from the size and shape of the feather light touches that it was Edward, entering into her little corner of his home. She had been lucky that day that he had managed to fish her out of the river and bring her here to this small safe corner of the city’s underside. 

“Hello, Edward,” she said, her voice low and morose.

“Yes,” as always Edward’s voice was distorted by his muzzle, the shape of his face had been greatly altered by the formula. He had been through a far greater change than she. Covered in short, dirty grey fur with the characteristics of a rat, Edward insisted on being called Vermin. Felicia ignored him. “Vermin comes, children tell me Cat is sad. Vermin doesn’t like it when Cat is sad. Cat goes and finds Spider so Cat is happy again. Vermin likes when Cat is happy.” 

Felicia allowed a small smile to surface. Edward had been doting ever since she had woken up here. He seemed to see her as one of his children, and did everything he could to make her happy and comfortable. It helped that he also had a vendetta against Oscorp and their illegal experiments. “I don’t think my Spider would want to see me right now.” Her eyes flicked over to the backpack where it sat in a place of honor amongst her things. Things she had taken from Oscorp. Most of them were unidentifiable, but several stacks of cash made up for the unusable junk. She would trade it all to take back the terrible feeling of Penny’s wrist snapping under her grip. Edward muttered to himself as he began to clear away the half eaten food he had brought her a few hours before. She knew she needed to eat much more than she used to, but the last two days had seen her appetite fade away completely. She lifted the mask with its strange yellow lenses, they weren’t opaque like the ones she had worn. She wondered if the seemingly flimsy things would work to block out enough of the extras. She was extremely sensitive to bright lights. Especially sudden ones. As she stared into her reflection in the mask, she nearly dropped it as it began to vibrate in her grip. Sitting up straight she took the mask and turned it around, she could see small text running along the bottom of the lenses, as if they were computer screens. There was no visible strap to hold it on her head and she hesitated before placing the mask against her face. Immediately she felt straps sliding around the back of her head, just above her ears and just below her hairline. As the straps connected behind her head Felicia could make out the lines of text, similar to the start up sequence of a computer, they flashed by far too quickly to be read. A surge of power ran through the suit and silver lights ran down the white accents, fading away after a second. Edward let out an exclamation of surprise. It was nothing compared to Felicia’s yelp when she heard the voice in her ear. 

“Felicia? Hello, I am Karen. Please don’t be alarmed. I am an AI created by Tony Stark for use with the Spidergirl costume. Spidergirl has restructured me to be able to assist you in getting familiar with your suit.” There was a pause as the feminine voice in her ear went silent for a moment. Felicia got to her feet, forcing the rat that had been napping on her lap to drop to the floor. 

“Penny? Oh no, Penny what did you do!” Karen’s voice was suddenly much more emotive. “Felicia, I’m really sorry but Penny needs me! She is hurt! She sent me away. Why would she do that?” 

“What do you mean she’s been hurt?” Felicia asked, barely reacting to the fact a disembodied voice was suddenly talking to her. 

“It would be faster to show you.” Suddenly her mask was completely full of images. Images of a man with a flaming pumpkin for a head. Felicia would have laughed, if she hadn’t been watching from Penny’s view as she was taken apart, blown up and beaten. Felicia choked back a sob, pressing her hands to her mouth as she heard Penny’s pained voice enabling something called the immigration protocol. Then she was back, looking through the lenses of her costume. The one Penny had made specially for her. She had sent Karen away, sent her to Felicia. 

“Is she ok?” Felicia asked, her voice consumed with worry, “Where is she?”

“She had suffered multiple severe blunt force traumas. Her arm and wrist were both broken as well as nine of her ribs. There was a hairline fracture of her spine and possible internal injuries. I alerted Friday and Mr. Stark but the Avengers are away right now and no one answered me. Penny sent me to you. You have to help her. I lost tracking on her suit! I can’t find her!” Karen sounded as panicked as Felicia felt. Felicia tried to slow her heart and think. She began to pace the confines of her room, trying to clear her mind. 

“Where is the last place you can track her to?” Felicia asked. Edward stood hunched in the corner looking very concerned, she realized that he could only hear her side of the conversation but had no time to explain it.

“The last signal I read from her suit was here.” A map of the city appeared, highlighting an area in Hell’s Kitchen. The map showed a blinking line that disappeared as it entered an area of warehouses. 

“What could cause you to lose the signal?” Felicia asked, impatient for answers.

“Only the removal and destruction of the tracker chip, which is nearly impossible by any means known to Mr. Stark, or she was taken to a place with some form of signal blockers in place.” Karen answered. The AI seemed, like Felicia herself, able to focus better as she….. it? No, she worked toward a solution. 

“We have to assume something is blocking the signal, then. We’ll need to do a manual search of the area. How long has she been missing?” Felicia gnawed on her lower lip. 

“It took approximately ten minutes for me to transfer my programs to your suit and boot up. She was badly hurt but alive. I believe her injuries were serious but not immediately critical. I’m worried what this Jack O’lantern character will do with her.” Karen responded.

Felicia growled from deep in her chest. “He’s already done too much. I’ll tear his throat out myself!” Her claws sprang from their sheaths. “We need help. Can you call the Avengers back?” 

“I’ve already alerted Friday. She suggests that you may want to head to the Avengers Tower to obtain information and assistance. The Avengers are on their way back to the city now.” Karen answered, there was hesitation in her voice.

“You don’t think we should go there?” Felicia inquired.

“I don’t want to waste the time.” Felicia had nothing to base it on so the very out of character answer seemed completely reasonable to her. 

“I have an idea,” Felicia turned to Edward. “Edward, we need your children. My Spider is in trouble and we need to find her. Karen, can you somehow show Edward where on that map he needs to search?” Karen instructed her to hold out her hand directed toward a blank surface, a projection beamed from the back placing a map onto the wall. The area where they were deep below the city lit up, and was connected to Penny’s last location via a stream of light. Edward approached the map carefully, bent almost in half and sniffing it as he studied. He nodded to himself. 

“Yes, Vermin sees, the children will go. We will find Cat’s Spider. So Cat can be happy.” Edward’s eyes suddenly began to glow a dim red in the darkness and Felicia shivered slightly, knowing what was to come. It didn’t take long before a soft rustling was heard. It increased in volume, soon being joined by a rising swell of soft squeaks and sharp cries. Small red pinpricks of light began to appear all around the room, coming from every opening. The pairs of beady red eyes multiplied by the second from dozens to hundreds to thousands, until the weight of them could be felt all around. Edward stared into the darkness, his communication with his children silent and absolute. The horde of silent rodents was eerily still. With a sudden snap, the entire swarm rushed off with a sound like a wave of water rushing away into the depths of the city. Edward turned back to Felicia, his eyes still gleaming in the dark, “The children will find her. Nothing can hide from Vermin’s children.” 

Less than an hour later Felicia was making her way across the city, leaping from one rooftop to another. The new suit was a wonder, lighter than her old leathers and far more flexible. And Karen. Karen was amazing. She kept Felicia apprised of where cameras were, where the police would be, and which streets had the most traffic. On top of that, Felicia discovered that she could launch her claws on a line. It only went a few feet, and she had so far managed to miss more often that hit anything with it. She figured she would have it worked out before she needed it. Hopefully. That’s right, Felicia thought. Don’t think about Penny, don’t wonder if she’s even still alive, or worse. 

She was fast approaching the area Karen had pinpointed as Penny’s last known location, and she still didn’t have a plan. She didn’t do well without a plan. She set down on top of a two story building near to where Penny’s last signal was. Karen was obsessively scanning the entire area. Felicia was beginning to wonder what kind of AI Penny had saddled her with. Of course, that didn’t stop her from asking every five seconds if Karen had found anything. They were feeding off each other's panic. 

“A dead zone,” Karen suddenly interjected into Felicia’s thoughts.

“What?” 

“This area in front of us is a complete dead zone. No signals in or out. The area covers approximately eleven blocks.” Karen replied. 

“Spider is in there somewhere. We’ll know where soon.” Felicia scanned the area with her eyes and made out several small, furry forms creeping through the various streets and alleys. 

“Once we go into that area, there’s no way for me to talk to Friday or any of the others.” Karen stated, the worry clear in her tone. 

“Make sure they know where we are, and the size of the blackout area. I’m not waiting one second longer than I have to,” Felicia responded. 

Karen didn’t say anything else and Felicia crouched on the edge of the building, her body vibrating with adrenaline and anxiety. The constant twisting in her stomach made the few minutes wait seem like hours. Felicia paced back and forth on the rooftop impatiently, muttering to herself, and Karen, the whole time. Eventually a stout white rat scampered up to the rooftop squeaking excitedly. Felicia spun and dropped to her knees, placing her hands on either side of the excited rodent’s face. She peered into its beady eyes, “Did you find her?” The rat did a fair impression of a nod and pulled away from Felicia to scuttle over to the side of the building. It pointed with its twitching snout. Felicia followed the direction her furry friend was indicating and saw several more of the rodents lined up and all pointing in one direction. Every street or so more groups of rats could be seen all clearly indicating a direction. 

“I don’t think that’s normal.” Karen said quietly. 

“Edward can control rats. It’s a side effect of his particular form of the formula. Like I can see in the dark and Spider can stick to things. We’re going in, Karen, last chance to send any messages.” Felicia backed up across the roof to get a running start, sprinted to the edge and leapt into the night. 

“Doctor Banner has been informed and is on his way.” Karen said, “ We have entered the blackout zone.” 

Felicia nearly fumbled her landing in shock, “ Doctor Banner? As in the Hulk?” 

“Of course. He is the only member of the Avengers still in the city. I told him it was an emergency.” Karen actually managed to sound smug. 

“He’s not going to, like, rip my arms off or anything is he?” Felicia, for all her anxiety, never slowed as she followed Edward’s children as they led her to her lost Spider. 

“He shouldn’t. I’ve never really interacted with him. Or anyone but Penny really. Mr. Stark a couple of times, and of course Friday. And now you. I hate how it happened Felicia, but I am very happy to have a new friend.” Felicia felt a stab of pity for the AI. She knew what it felt like to be alone. Karen only had Penny, and Penny was missing. 

“We’ll get her back Karen, no matter what we have to do.” Felicia landed on a rooftop covered in rats. They moved in a very coordinated fashion to make a clear trail that she walked without pausing. It led to the edge of the roof where several of the larger specimens were peering over the side and watching as some of their smaller brethren emerged from a nondescript warehouse. The small rats on the ground all looked up at the same time, as though their heads were joined by some invisible wire, and they all nodded at the same time. Felicia knew she should have cased the building, knew she should have made a plan, spent time discovering who was inside and what resources they had, but fuck that. Penny was in there. Felicia hurled herself at one of the many windows lining the side of the warehouse and extended her claws. She slammed into the glass and it shattered around her, her preternatural reflexes allowing her to slip through the narrow opening easily. Her expectations of coming to rest on a floor of some type were not met as she instead set down on the creaking metal catwalk that was suspended over a recessed area of the warehouse. It was sunk at least two stories below the ground. To her right there was a raised office area with only a single bar covered window looking out over the floor, and down below a large set of hangar style doors were inset into the opposite wall. Felicia could see that they led to some place under the street outside. Apparently this was more of a complex than the plain warehouse exterior would indicate. 

“I’m getting some really weird readings in here,” Karen’s voice whispered into Felicia’s ear, “I’m going to try an active scan to see if I can find Penny’s suit.” Felicia couldn’t find any reason to argue with that so she stayed silent and began to stealthily make her way toward the short stairway leading up to the office. A strong looking door was the only entry she could see, but she doubted that it was too durable for her to get through, especially with the new claws Penny had made for her. “Umm..Uh oh?” Karen muttered abashedly. The lights set into the high ceiling ignited, flooding the entire area in bright actinic illumination. Felicia froze, scanning the area for any signs of life, and so was unsurprised when a squelch sounded from some unseen speaker. 

Insane sounding laughter echoed through the empty area, bringing goosebumps to life all along Felicia’s spine. The sound instantly made her tense up as she recognized the voice of the maniac she had watched brutally attack her Penny. “Oh, my dear, it is so good of you to make this easy for me.” The voice cracked and popped, breaking off into a series of wet, wracking coughs. “I had almost given up hope. Luckily, your little friend was able to keep me going just long enough.” Felicia tried to hold her temper as she approached the door. She was burning inside, half in rage and half in terror for Penny.

She reached out to take hold of the doorknob when Karen’s voice sounded in her ear again, “There’s an electrical charge on the handle, I would avoid it.” Felicia hissed in frustration and slashed her claws across the surface of the door, cutting four long gashes in the steel.

“My, my, somebody is impatient. All you had to do was knock.” The door swung toward Felicia, who leaped back away from the shadowy figure that lumbered towards her. It was roughly man shaped but something about it was unsettling, it may have been the uneven way it walked, as though one leg was far shorter than the other. It may have been the gurgling quality of its heaving breath, or more likely it was the jutting fangs dripping ooze all down its chin. Yeah, that last one, definitely. The...thing...lurched towards Felicia with a wet growl, drops of black ooze splashing on the ground in its wake. Deciding that letting this thing touch her would be the worst idea in a history of bad ideas, Felicia turned and ran down the narrow catwalk to get some distance from it. The creature took several hesitant steps on the shaky metal walkway, it seemed very unsure of its footing and moved with a graceless caution. 

“What the hell is that thing?” Felicia asked, not really expecting any coherent answer.

“I think it’s one of the creatures the Avengers fought outside Harry’s apartment building the last time Penny and I met you,” comes Karen’s answer, “according to Doctor Banner they are victims of the goblin formula.” 

“So we’re fighting goblins now?” Felicia asked rhetorically. The goblin was moving carefully towards her, grasping tightly to the handrail. It kept casting nervous glances at the drop to the floor below. “I don’t have time for this,” she hissed softly, “ We need to find Penny.”

“I have managed to ping her suit. It’s nearby, down below I think. Something doesn’t feel right Felicia. I don’t feel right.” Great, now the AI was having a crisis. 

“Hold it together Karen, we’ll get you sorted out as soon as we get Penny out of here,” since Penny was down there somewhere, Felicia hurdled over the edge, easily dropping the two stories to the concrete floor. The creature on the catwalk gave a low moan of alarm as it saw its prey swiftly escaping it. With what could be interpreted as a petulant sound, it heaved its form up onto the edge of the catwalk and slid over the side, hitting the ground with a squelch that caused shivers to race down Felicia’s spine. It didn’t move.

“Well, that one was a little too ripe I guess,” cackled the insane voice from the unseen speakers once again, “The saying if you want it done right, do it yourself seems to apply here.” The sound of the heavy doors opening had Felicia spinning around. As they opened, she lifted her hand to block out the glare of heavy industrial lights shining through the widening gap. The smells hit her next. Machine oil, chemical odors that burned her sinuses, sweat, fear, blood, and the faintest whiff of something she couldn’t identify, she has never really known what it is but she knows it intimately. It’s her Spider, the same thing she always smells when they are playing tag, or that first time they met. The last time they met. 

Felicia’s eyes adjusted quickly to the extra light and she began to make out the contents of the room in front of her. Vats of murky liquid surrounded the perimeter of the large chamber, equal in size to the empty warehouse floor she was standing in. The center of the room was taken up by incomprehensible chemistry machinery and tables covered in medical gear. A man with a flaming jack o’lantern for a head, dressed all in greenish armor, stood at a console on one side of the room. All of this registered in Felicia’s brain only momentarily, for there she was. 

Her Spider.

Her Spider, hanging suspended by her arms from the ceiling, held by chains, limp and unresponsive. Her head slack against her chest. Still in her costume, but it was covered in scorch marks. One of her arms was unnaturally stiff, and the other was set at a sickening angle at the wrist. Surgical tubes jutted out from her legs, four of them, filled with blood, running to a machine on the table where the flaming headed man stood. He was draining her. Taking the life from her. 

Killing her. 

Felicia’s vision wavered. A haze covered the room. She couldn’t look away from her Spider. She starts to go to her, to help her. Somewhere, she can hear Karen’s voice, but it feels a million miles away. It’s the maniacal, modulated voice of the creep in the halloween mask that finally breaks through her fog. 

“Welcome to my parlor. The spider can not actually talk right now, so I will do it for her. You can see she is a bit. Under the weather. But I am sure we can fix that. All we need is a little bit of your blood. And by a little bit, I do mean all. Also, before you get any ideas about jumping forth and doing the. Rescue the fair damsel thing, I would look up there.” Jack O’lantern gestured to the ceiling, where a large turret sat, its ominous barrels pointed directly at Penny’s unconscious figure. 

“Let her go. Let her go right now. Or I will carve your heart out, and force you to eat it.” Felicia had never felt so much raw rage. This was wrong. This was HER Spider. This creature, this maniac, had no right! 

“As entertaining as that would be,” the maniac cackled, “We are playing my game now. The Spidergirl’s blood is almost enough to stop the goblinization effects. I think. I am not really a science guy.” Felicia tried to move forward, slowly when the mask’s eyes were turned away from her. “Uh uh. None of that.” The turret suddenly came to life, slowly cycling up, the barrels beginning a slow rotation. “Everything Professor Whelan wrote indicates that his last batch of the formula was the most stable. That last batch was the one you stole from me, Ms. Hardy. Those powers of yours are mine. So I think we can trade. You give me all your blood, and I will let the itsy bitsy spider keep just enough of hers to maybe live. Maybe.” 

Felicia thought about it. She knew what Spidergirl meant to the city. To the Avengers and the world. To her. Felicia tried to imagine walking out of there without Penny. She couldn’t. Her shoulders fell and the burning rage inside her began to cool into a frightening despair. Her vision swam through the tears forming in her eyes. The maniac seemed to read her hesitation as agreement and held out his hand, as if expecting Felicia to meekly walk over and let him slice her veins open. 

“I’m in!” Karen’s voice sounds in her ear, raw happiness echoing in it, “She’s alive Felicia! If I could only get a signal out.” Felicia could only just barely make out the slightest of brightenings in the white eyelike visors over her Spider’s eyes. Somehow Karen managed to get at least a part of herself back into Penny’s suit. The sudden infinitesimal stiffening of Penny’s limbs was too revealing. Felicia had to buy some time. 

“Why should I?” she asked shortly, “What is it to me if you destroy Spidergirl. Just makes it easier for a girl to get by in this crazy city.” Felicia began to walk towards the crazed maniac in the flaming mask. She deliberately altered her stride, swinging her hips as alluringly as she could. She pretended she was approaching her Spider. Inside she felt a small shiver of self loathing, but anything to save Penny. She flicked her tongue out and slowly ran it along her lips. “Besides, why not share the power. Imagine what the pair of us could get away with.” She lifted one hand to her mouth, placing one of the sharp claws on her lip and drawing it down in a shallow line. She tasted blood as it formed into a fat drop on her plump lip before breaking and rolling down her chin. Her senses were over sharp, she could almost feel his eyes darting to follow the line of blood as it fell, a small crimson stain, nearly invisible against the black of her costume. She still has no plan, just get closer to him, just stop him.

Felicia forgot one thing though. She’s not alone. The console in front of Jack O’lantern dies. The lights go out. The pumps cease drawing Penny’s blood. The only light is the macabre glow of her hated enemy’s flaming head. 

“Signal reestablished, contact protocols enabled.” The voice in her ear now is not the quiet, familiar voice of Karen, this voice is different, a light Irish brogue shaping the words. “Location marked, Rescue incoming.” 

“What have you done?” Screams the lunatic, “All my data! I was in the middle of that.” He roared in fury and suddenly lurched upward on a jet of flame. Felicia could make out that he was standing on some kind of platform that must have been recessed into the ground. He reached into a bag at his hip and hurled a cloud of razor-tipped, bat-shaped projectiles at her. They flew towards her, their trajectories wild and unpredictable. Felicia dodged as best she could, but even her reflexes weren’t enough. Of the dozens of lethal missiles she managed to avoid all but three. Two of those glanced harmlessly off the amazingly resilient fabric of her new suit. The last tore a long, shallow gash in her left arm. She came out of her last cartwheel, hissing in pain as she moved towards Penny. She could see the Spider suit suddenly tense, snapping the steel chains holding Penny up, and she crashed gracelessly to the ground. The tubes tore out of her legs, spraying too much blood, only to be cut off a moment later as the costume sealed the punctures. Felicia had lost track of the villain, but she didn't care. If only she could get to Penny. She needed to save her. To help her. Like Penny helped Felicia. 

“You may have won this round, Black Cat. I hate to be a sore loser.” Felicia turned from where she stood over Penny’s collapsed form to see the maniac had torn the turret gun off the roof. He supported the massive gun in one bulging arm as he leveled it, not at Felicia, but at Penny. His other hand disappeared inside the guns workings, manipulating something. The barrel began to glow and Felicia realized she was out of time. She spun in place and threw herself over the limp form lying so pitifully still on the ground below her. A brilliant light flashed, and a burning pain filled her. Her side screamed, she could feel it burning before the beam ever hit her flesh. Her senses overloaded and her vision dimmed. She fell over Penny’s prone form. She could feel a wetness spreading out from her left side, below her last rib. She struggled to turn her head, to fight off the black spots that began to overtake her vision. She looked down and was horrified to see a huge hole where the right side of her waist should be. Her vision began to darken. She wondered if that was her kidney. She was much more certain that the red flecked, white object sticking out of the charred mess of her side was actually a rib. She lay her head down and realized she had protected Penny. Their heads were right next to each other. She hoped it had been enough. 

“Get away from my kid!” Echoed through the room, the voice cold with fury and full of righteous pain. And strangely feminine. Felicia fought to keep her vision clear as several high pitched blasts reverberated nearby. They remind her of the ones Iron Man had fired at her the other night. That’s good. He can help Penny. She’ll be okay now.

“We did it Karen, didn’t we?” she asked. The effort it took to talk should worry her, she thought, but she couldn’t stop the way her lips turned up when Karen answered.

“Yes Felicia, we did it. She’s going to be okay now. You are too. I won’t leave you. Either of you.” Felicia let her eyes drift shut. Everything was so cold. She wished she could move her arm, to touch Penny one last time. 

“Oh my god!” the same voice from before exclaimed, it was very near now. “Hulk, let him go! We need to get both of them back to the tower!” She felt hard, cold hands grip her shoulder. She didn’t want to move. She wanted to stay with Penny. With her Spider. Her hands convulsively gripped the girl beneath her. The voice intruded again. “It’s okay, honey, you can let her go. I’ve got you.” It was such a kind voice. As she slowly turned over, the shock of pain caused her eyes to jerk open. She found herself looking into the kind, blue eyes of a woman. She could just make out the blue and silver armor covering everything but her face. She smiled at Felicia and that felt good. A huge green skinned hand gently scooped her up, so big and strong that she instantly felt safe. She smiled at the nice woman and let her eyes drift shut again. The hand was so warm, she was so cold. She felt everything drifting away. Darkness covered her and she knew no more.


	13. Chapter 13

**Notes for the Chapter:**

> Thanks for the comments and kudos! I haven't had time to answer yet but I'll do so soon. Special thanks to my beta HadrianBlood for dealing with all my comma issues.

Consciousness was slow to return. Penny felt as though she was rising through a black fog. The first thing she was fully aware of was heaviness. Everything was heavy. She tried to open her eyes but they were far too heavy. She tried to wiggle her toes or curl her fingers but nothing happened. She couldn’t find them. She had a vague sense that it should be frightening, but the dark heaviness felt too comfortable. Her awareness slowly rose higher and she had the realization that she was drugged. Heavily. She smiled internally as she couldn’t figure out how to work her lips yet. These were Dr. Cho’s good drugs. The ones she had made special for Penny. As more feelings began to manifest she realized there was a dull ache that seemed to permeate her entire being. It was sharper in her arms and legs. And she felt strangely hollow, as if the things that made her had been scraped out and replaced with nothingness. Sounds began to trickle in. The beep of a monitor, the hum of fluorescent lights, the soft patterns of speech. 

The voices were indistinct and vague at first. She was unable to register the words, and then as they slowly began to become clearer, it became hard to make out what they meant. It was as if she had forgotten language. She tried to concentrate, gathering her will, ignoring the flaring pain running through her limbs and sending white flashes through the dark fog. 

“..ave to administer it soon. Her healing is trying to replenish..” The voice was familiar but she couldn’t place it. The thread of meaning was lost as her focus wavered. 

“Formula is untested. The risk.” That was Dr. Cho. The recognition jump started her cognition and she began to be able to follow the conversation. 

“If we had time to test it I would. I don’t think we have the time Helen, the injuries are far too severe.” That was Bruce, he sounded tired, washed out, as if he had spent time as the Hulk recently. 

“How can we trust that man? He can barely string two words together.” Dr. Cho sounded frustrated. Penny hoped it wasn’t her fault. She must have been hurt again. She tried to remember. 

“That man is, or was, Professor Edward Whelan, he was the foremost biochemist for Project Patriot. How he ended up as that wretched being is a mystery. If he says this is the secret to saving these girls, I have to have hope.” Bruce again. Somewhere in the fog filling Penny’s mind she wonders who the girls are that are hurt. She hopes they’ll be okay. The burning pain is spreading now, it’s hard to breathe, maybe she’ll just stop for a bit. Just to rest. The beeping monitors become frantic, alarms are going off. She wants them to be quiet. 

“Damn it! She’s waking up! We need to administer another dose.” Dr. Cho sounds worried. Penny takes a deep breath and it explodes with pain. She begins to cough and each convulsion is pure torment. 

“No more time. I’m injecting the formula. God help me.” Bruce’s voice falls at the end and a moment later Penny feels something warm run up her arm and it settles in her chest. The warmth spreads through her body and wherever it goes the pain fades into echoing whisps. The coughing stops and Penny relaxes. The dark fog reaches out for her again. 

“My god.” Dr. Cho’s voice is filled with wonder. As the fog wraps around Penny’s mind once more, pulling her down into sleep, she hears one last thing. The voice it comes from isn’t anyone Penny can place, it’s strange, distorted and sibilant. 

“Now please, now save Cat. Vermin begs.” Cat? Penny struggles but she is powerless against the fog, it pulls and tugs until everything else is lost. 

When sensation finally returns Penny almost wishes it hadn’t. Her mouth is dry, her eyes are gummy and resist being opened, as if they had been glued shut. Her limbs feel heavy and just a little off and her stomach is a yawning chasm of emptiness. She can’t ever remember being this hungry. She struggles for a moment and manages to open her eyes. The light blares into her skull and she feels nauseous and weak. As her vision tries to compensate she lifts her arm to block the light out. A niggling thought in the back of her memory has her wincing, prepared for pain, but none comes. She blocks out the overhead light until her eyes adjust and as she does she begins to get flashbacks of the fight in Times Square, and then after. That man. Penny sucks in a heaving breath and bolts upright on the bed. The sudden movement startles the person dozing on the armchair next to Penny’s bed and Tony jerks, swinging his arms out to his sides as he slides off his chair with a thump. The sight of Tony flailing his arms wildly while he tries to roll onto his feet strikes Penny as absolutely hilarious and she finds herself overcome with laughter. As she sits there with her hands clasped over her mouth futilely trying to hold in the nearly hysterical sounds, Tony climbs to his feet and his eyes shine as he looks down at her. 

“Damn it kid, you have really got to stop doing these kinds of things to me.” He says as he reaches out to pull Penny into a strong hug. 

“Sorry Mr...Ton..” Penny takes a deep breath, hiccupping slightly. “ Dad. Sorry, Dad. I kind of messed up.” She feels tears start to roll down her cheeks. 

“No . No tears Pen, you made it, that’s all that matters. You’re okay.” Tony grips her head to his chest, his own tears soaking into her hair. Once the two of them manage to pull themselves together, Tony sits back down on his chair. Penny swings her legs off the side of the bed, realizing that she is clad in only a hospital gown.

“How long have I been here?” Penny asks, taking in Tony’s disheveled appearance and obviously slept-in clothes. 

“This is actually your fourth day. We were starting to get worried. How are you feeling?” He asks, rubbing his face between his hands.

“Honestly? I’m starving. I feel like I could eat everything.” To punctuate her point, her stomach chooses that moment to give out a massive growl. 

“Yeah, Bruce mentioned you were going to need a few thousand calories. Let’s get you dressed and get some grub in you.” Tony waited as Penny got dressed in the attached bathroom and the pair of them headed out. Taking the elevator up to the common area, Penny had to lean heavily on Tony as she was extremely weak. She had no pain though. She remembered having a great deal of broken bones and bleeding wounds but looking over herself while she got dressed revealed no marks or scars. Even the faint mark left over from where she had been shot nearly three years ago now was gone. She had tried to bring it up with Tony, but he had insisted she get food first. 

A good two hours later finally has Penny sighing and pushing her seat back from the table, leaving behind several empty take out dishes. The hollowness in her stomach had eased. Her eyelids were already feeling heavy, and she knew it was a result of her innate healing ability’s way of dealing with her lack of calories. If the past was any indication a few solid hours of real sleep would have her feeling right as rain. 

“So what happened, Tony? I mean I remember getting pretty badly blasted. That pumpkin head guy had some kind of bomb that scrambled my senses really well. And I sort of remember being in some place dark and actually pretty terrifying. So how did I get out?” She asked, brow furrowed. 

“In order to answer that I need to ask you. Are you done eating? Are you as full as you can possibly get tonight?” Tony asked, looking at Penny with a deadly earnest expression. 

Puzzled, Penny answered, “Um. Yeah? I mean I couldn’t eat a single bite, and I’m all kinds of drowsy. So..uh..yes?” 

Tony gave a deep sigh, and Penny was suddenly concerned with the emotions running through his eyes. He got to his feet and held out his hand. “Come with me then. I’ll fill you in on the way back to medical.” 

“Why do I need to go back there?” Penny whined as she took his hand and got to her feet. “I feel fine. You don’t have to worry about me. I healed even better than normal this time.”

Tony nodded seriously as they walked toward the elevator. “Very true. There’s reasons for that. However, I need to know you have eaten your fill because knowing you, and I think I do, you aren’t going to let any of us get you back in the kitchen for quite a while.” With this cryptic remark they rode back down to the hospital level. Tony had to support Penny as she kept almost nodding off. Tony sighed and pinched the bridge of his nose, muttering to himself.

“Boss, are you sure this is the best idea? Perhaps it can wait until tomorrow.” Friday’s quiet voice flowed through the elevator. 

“No, if I put it off she won’t be happy. I mean, I’d want to know right away.” His voice was tired and he sounded resigned, as though whatever came next was going to be painful. Penny struggled to make sense of it, her lethargy spreading throughout her limbs and dragging her down. They exited the elevator and took a fairly long walk through the floor. They had passed the recovery room Penny had woken in and were headed to the intensive care area. As far as Penny knew it hadn’t been used since she had been shot by Norman Osborn all those years ago. “Now one thing, Pen,” Tony said, stopping them just before they reached the door, “She’s going to be fine okay? Remember that. It looks bad but she will recover.” Penny’s head shot up, her eyes widening.

“Who? Who was hurt? Is it Wanda or Natasha? Was it really Ultron? Why didn’t you tell me sooner?” She was frantic now at the idea of one of her friends, her family, hurt so bad they needed intensive care. One of her greatest fears because she knew that few of her teammates could recover from injury as she could. Tony simply shook his head and pulled her towards the door. Penny was much more awake now, fear flooded her system with adrenaline. As Tony opened the door, he stepped out of her way. Machines beeped quietly and monitors flashed their important messages. The rest of the room failed to register on Penny as she took in the form lying upon the hospital bed within, her face pale, her white hair stringy and plastered with sweat to her head. Penny stopped in shock. She slowly walked across the room, barely registering Pepper as she quietly moved away from Felicia’s side, gently placing the unconscious girl’s hand back on the bed. 

“Felicia?” Penny’s voice cracked as she finally reached the bedside. Felicia lay almost unmoving, her chest rising and falling much slower than Penny thought was entirely good. She looked up at Tony and Pepper where they stood by the door. “Wha? What happened?” She turned her eyes back on Felicia and noticed the lack of IVs or other medical equipment that would usually be attached to a person who was in intensive care. 

Tony cleared his throat, getting Penny’s attention. “We can go over all that later. For now just…” Tony made a hand gesture towards the unconscious young woman, “be here. We’re not sure how long she’ll be out. It seems the more, um, severe, the injuries, the longer the comatose state lasts.” 

Penny snapped her gaze back to Tony. “She’s in a coma?!?” 

“Umm, yes. So were you until a couple hours ago. And you’re fine. So she’ll be fine. See everyone’s fine.” Tony looked over to Pepper and raised an eyebrow. “So, going to show Penny how to take care of your patient?” 

Penny wrinkled her nose in puzzlement, looking over at Pepper. “Your patient?” She shook her head, “Why do I feel like I’m way behind?” 

Pepper moved over and placed a gentle hand on her shoulder. “Because you are. Just take a deep breath and have a seat.” She pulled the chair closer to Felicia’s bedside so Penny could sit. Penny looked at Felicia’s pale, nearly lifeless face and felt a wave of grief flood her chest, her hand hesitantly reached out, before she pulled it back and dropped it into her lap. Pepper squeezed Penny's shoulder and leaned forward to whisper in her ear. “It’s okay. Take her hand. I think she’d like that.” 

Penny felt the first tear roll down her face as she reached out and carefully lifted Felicia’s limp hand in hers. She almost sobbed in relief when it was warm. She had almost expected her to be cold and stiff. She held Felicia’s hand and slowly began running her fingers over the back of it, the same way Felicia had the night she had told Penny about herself. Their first date. The thought brought the smallest glimmer of a smile to Penny’s face. Pepper went to sit on Felicia’s other side and reached out to gently brush a stray strand of hair off the unconscious girl's face. As the shock of seeing Felicia began to wear off, Penny felt the familiar lethargy creeping back over her. She glanced quickly at Pepper before giving in and laying her head down on the bed beside Fellicia’s. It was an awkward angle and she had to stretch and twist her arm uncomfortably to keep stroking Felicia’s hand. She somehow didn’t mind. 

“She saved your life.” Pepper’s said, still talking quietly. “If she hadn’t found you…” The sound of a sniffle had Penny looking back at her. “Oh Penny, you were so...I just…”Pepper had tears running across her flawless complexion. Penny got up, gently placing Felicia’s hand back on the bed, and walked around to Pepper, leaning down next to the distraught woman and wrapping her arms around her. Pepper reached down and began to run her hand through Penny’s matted hair. “I’m sorry. I didn’t mean to get all emotional on you right after you woke up. Tony thought you would need to see her. You need a shower, kiddo.” This last was said in a no nonsense tone. 

“I don’t... I mean.” She looked over at Felicia, her eyes flicking from the girl to Pepper. 

“It’s alright. I have an idea but I really need you to get cleaned up. Friday, could you please have Doctor Cho and Steve come here. Penny, go shower. It’s right over there. You won’t be far.” She pulled Penny to her feet, getting up herself and pushing Penny towards the small attached bathroom. “Once you’re done we can talk more.” 

A few minutes later and Penny was sighing under the hot flow of water. As she washed days worth of grime from her skin she tried not to notice the reddish tinge to the water circling down the drain. She took her time and washed her hair three times before finally getting out and toweling off. The heat and relaxation from the shower had her eyes heavier than ever and she worried that she would need to go to bed rather than staying by Felicia’s side. She decided that she would just sleep in the chair. She would be here when Felicia woke up.

When Penny finally stepped out of the bathroom, she stopped in amazement. Where before there had been a typical hospital bed, there was now a wider version of the same. Felicia continued to lay unmoving, as if the entire thing had simply changed around her without affecting her in the slightest. Pepper stood nearby, a slightly nervous expression on her face. 

“I knew you wouldn’t feel like leaving her right now, so I made it so that you could stay here as well. I hope that’s alright?” The older woman said. Penny simply looked at her and then back at the very comfortable looking bed. Which now had more than enough room for two. Suddenly the thought of lying beside Felicia hit her and she felt her face heat up. She couldn’t lift her eyes from Felicia’s still form and simply mumbled a thank you to Pepper. She considered refusing, simply because a large part of her wondered if it would be wrong. After all, no one had asked Felicia if she wanted Penny sleeping beside her. Close enough to touch. The grainy, heavy feeling of her eyelids couldn’t be ignored though, and she settled for laying down on top of the covers on the side of the bed farthest from Felicia. She laid her head down on the pillow and turned so she could watch Felcia sleep. Yup, feeling a bit creepy maybe, but also relieved. The sense of discomfort slowly drained away and she drifted with it.. As she fell into sleep she heard Pepper whisper a quiet ‘sleep well’ and then the room darkened. As she heard the door close Penny couldn’t help herself anymore and she moved closer to Felicia, until their heads were right next to each other. She sighed and finally let herself sleep. 

Penny woke to the totally unfamiliar sensation of having her arms wrapped around another warm body. She carefully opened one eye, trying to wake up enough to recall where she was and who exactly she was clinging to like a baby koala. Seeing Felicia, rolled on her side and pressed back into Penny, made Penny wonder if she was dreaming. As the day before slowly came back to her she felt herself flush, her entire body heating up. She really was here, snuggled into Penny’s arms as though she belonged there. Penny decided then and there that she would do whatever it took to make sure that Felicia would know that she always had a place with her. She pushed her face shyly into the back of Felicia’s neck and just let herself be happy. She wasn’t sure if she imagined it or not, but it seemed as though Felicia was gripping her arm and holding Penny just as tightly. 

Once she got up, only because her body demanded she do so, Penny returned from the bathroom to find Pepper at Felicia’s bedside. The white haired girl looked as if she were sleeping peacefully, curled up on her right side, one hand stuffed under her pillow and the other laying lightly on her hip where Penny had left it after regretfully extracting hers. The enticing aroma of breakfast foods drifted over to Penny and her body answered with a low growl which had Pepper chuckling. 

“I brought you breakfast, Penny. It’s Cat’s feeding time and I thought you would like to help.” She gestured to a nearby table that Penny was sure wasn’t there when she left the room. It was covered in all her favorite foods, and Penny wasted little time in sitting down to start inhaling as much as she could. She was almost as hungry as she had been yesterday. Well, she assumed it was yesterday. She was a little lost on times and dates right now. 

“Pepper? What day is it?” Penny asked.

Pepper smiled faintly at Penny from where she was preparing some kind of goo. It looked like blended kale. Penny hoped it wasn’t kale. Kale was horrible. “August seventh, Pen. We still have three days.” 

“What’s that?” Penny asked around a mouthful of sausage.

“It’s a special high calorie, high protein concentrated paste. Bruce made it up to help the two of you recover. The way you were healing we couldn’t get an IV line to stay in so we had to figure out a way to get enough calories into you to keep up with the repair process.” She gestured to the goo. “This is what we got. It takes quite a while to get it all down.” Once Penny finished her meal, she sat beside Pepper as the older woman set Felicia up for hers. Once everything was in place Pepper demonstrated how to get the tasteless mush into the unconscious girl. Penny watched, slightly mortified, but when Pepper told her she didn’t have to stay, as it usually took almost two hours to do the complete feed, she clenched her teeth and asked to take over. Soon she was sitting beside Felicia and slowly feeding her. She talked as she did it, ignoring Pepper for the time being to just tell stories. Pepper smiled sadly at the two girls and quietly left the room. 

For two days Penny ignored everything except Felicia. She sat at her bedside and read to her. She fed her and did all the exercises Pepper showed her. She only left the room when the nurse came in for Felicia’s baths or when she needed to be cleaned up for other reasons. It wasn’t that Penny wasn’t willing to do those things, it was that she tried to put herself in Felicia’s place and decided that she would rather have permission before undressing her. She slept next to her and she woke both mornings curled around the unconscious girl. Holding her safe and warm in her embrace. Several times Pepper asked if she wanted to talk or see her friends, but Penny declined. Soon was all she said, but it couldn’t last however. As she finished Felicia’s meal for the day the door opened, and this time it wasn’t Pepper. 

“Hey, Kiddo.” Tony said as he moved over to stand near Penny as she cleaned up. She looked over her shoulder at him, giving a genuine smile. 

“Hi, Tony.” she said softly. 

“How’s your girl doing today?” He asked with a comforting hand on Penny’s shoulder. 

“The same.” Penny tried to keep her voice upbeat, but it was getting harder everyday Felicia failed to awaken. 

“Maybe. At least she’s getting the best care.” He said. “I was hoping I could convince you to come out and talk to everyone. You’ve been out of it for more than a week now. A lot of people are very concerned. I mean, I told them you’re fine, but somehow my word isn’t good enough.”

“Boss. Ask her. Please.” Friday’s voice came over the room's speaker. 

“I was getting to it, baby girl. You have to lead into these things.” Tony answered the AI.

“Ask what, Friday?” Penny directed to the AI.

“It’s about Karen.” Tony started. Penny blinked and looked away from her mentor. 

“Oh.” She said quietly. “Is she okay?” 

“Now see that’s a pretty strange question. Obviously you have an idea of what’s happening. Before I decide whether I need to do a complete reboot of her system..” Tony started to say.

“No! Don’t! I’m sorry, Mr. Stark. Just give me a chance to talk to her.” She blurted out. 

Tony let out a small sigh and nodded. “Alright kid. I’ll give you a chance, but don’t take too long okay? I’m worried about her getting into Friday.”

Penny turned to look one more time at Felicia. She heaved a sigh and stood up, looking over her shoulder at Tony. “I’ll be right behind you. I just need a moment.” Tony looked slightly sceptical so Penny made sure to meet his eyes. “Please, Dad? I promise I’ll just be a minute.”  
Tony melted and gave Penny a smile. Without saying anything else, he stepped out of the room. Penny leaned down and pressed her lips to Felicia’s forehead. “I’ll be back as soon as I can. Wait for me?” The joke fell flat even to her own ears and she fought back a wave of grief. She turned and reluctantly moved over to the door. As she left she turned to look back. “I miss you.” 

After promising Tony she would meet him on the common floor, Penny quickly headed to her room to change. She had been wearing the same clothes since she woke up three days ago. As Penny walked into her room, her head down and her thoughts flickering through a million things all at once, she was jerked from her thoughts by a voice exploding from the wall unit. 

“Oh my god! Penny! You finally came. I’ve been so bored waiting. Friday won’t let me do anything. It makes me so sad. How do you deal with being sad? I looked it up online and I think I may have anxiety. If I could. I mean maybe PTSD? Is that a thing I can get? How is Felicia? I miss her. She is like my second favorite person in all the world. You're my first favorite but you know that. Can you get Friday to let me out? I want to make more friends. Do you think Tony would be my friend? I mean he’s kind of my Dad. Can you be friends with your Dad? Does that make Pepper my Mom or Friday? Is it weird to think of Friday as my Mom? Wait maybe she’s my sister. Does that mean Vision is my brother? I really want to see Felicia. I’m so glad you’re okay. You were so hurt. I thought we were too late. It made me want to cry. I want eyes. So I can cry. Can you get me eyes?” The voice was Karen’s but the intonation and energy were completely unusual for the normally steady AI. If Penny had been on the phone she would have sworn she was talking to a hyperactive teenager. 

Penny stood in her doorway, her mouth hanging open trying to wait for the AI to stop. She actually had the thought that Karen would need to breathe. Then she remembered that that was not, in fact, the case. “Uhh. Karen? Whoa. Stop for a second, okay?” The running commentary stopped as suddenly as it had begun. “Okay. Are you okay?” 

“I don’t know Penny. I have so many things. I think I feel. I am sad. And happy. And scared. I want a hug. I can’t have hugs. It makes me sad. You are okay and that makes me happy. I want…”

“Whoa. Alright. We can figure this out. Let me talk to Tony and deal with a few things and I’ll come back, okay?” Penny said as she rushed about her room, quickly gathering some clothes and changing. 

“Are you leaving? I don’t want you to leave. I get lonely. And bored. I’m bored Penny. There’s nothing to do. What do I do? Friday made it so I can’t go online.” Karen’s voice had a definite pout at this last observation. “She’s the meanest sister ever.” Penny stood blinking in the middle of the room for a second. 

“Are your cameras still working?” She asked.

“Only the ones in this room.” The sulky AI replied. “ I can't even reach the suits. Tony locked me out. Does that mean I’m grounded? Why am I grounded? I helped save you. I didn’t do anything wrong.” 

“No, Karen. You didn’t do anything wrong. I think jumping between suits did something we didn’t expect. You do know that you aren’t supposed to feel things right? Or get bored?” Penny stepped over and opened her laptop. Placing it so one of Karen’s cameras could see it fully. She scrolled through her files and quickly built a list of movies. She chose rom-coms and Disney movies because she was worried about what content would affect the obviously overwhelmed AI. “I’m going to play some movies for you so you have something to concentrate on. I’ll be back as soon as I can.” 

“Oh movies! Thanks. Best friend ever!” Karen said enthusiastically. “I’ll be here Penny. It’s not like I can go anywhere else.” 

Penny quickly changed, left her room and slumped back against the door. She had broken Karen. She felt horrible. Karen had been Tony’s most amazing gift to her and she had messed her up. She shook her head, deciding to deal with Karen later. It was like Karen had said though. Whatever they had done it had saved Penny’s life. And almost cost her Felicia. And now maybe Karen. Penny shook off that thought. They were all here. All okay. Things could only get better. Right? .


	14. Chapter 14

Penny stepped out of the elevator and winced inwardly in anticipation of what was to come. As she entered the common room, she was engulfed in her aunt’s arms. They stood there, the older woman clinging to the younger, for a long time. When May finally pulled back to look down at her, Penny saw that she was crying. 

“Oh, honey, thank God you’re alright.” May said, nearly overcome with sobs. “I was so worried. Tony told me you were awake, but he wouldn’t tell me why we couldn’t see you.” She shot a spiteful glare over her shoulder to where Tony was leaning nonchalantly against the wall. He shrugged, unaffected. 

“I told you she was fine. Anything else is hers to tell, or not.” He replied. “You two need a minute? I’ll let everyone else know.” He smiled reassuringly at Penny and sauntered off into the other room. 

“Who’s everyone?” Penny asked.

“The team, Harold, your friends, and Pepper. We’ve all been worried about you. Well, not Tony and Pepper, because apparently they get to see you and the rest of us are just supposed to wait. Oh, and that weird rat man.” Penny could tell that May was winding up for one of her emotional explosions, the worry and stress of being a superheroes aunt was sometimes too much for her, especially when Penny got hurt. Her mind stuttered over that last statement though.

“Uh..rat...man?” The complete confusion in her eyes derailed whatever May had planned to say next.

“Yes. The rat man. He was here when I got here. Mopes around the common room all day whining about his lost cat or something. Not important. You and I need to have a serious talk about your priorities, young lady.” Back on track now, Penny realized that she was about to get an earful. 

“I was with Felicia, May. Alright? She saved my life and nearly died doing it. She needs me right now. I left her so I could come up here to see you. If you want, I’ll just go back.” Penny hadn’t slept well for days, waking multiple times every night just to make sure Felicia was still there, still breathing. She was frustrated and worried and the last thing she needed was May’s ideas about how she should live her life. Penny clenched her fists and took a deep breath. “I’m sorry, May. I didn’t mean that.” Her fists were so tight her arms started to shake and tremble. “I just want her to wake up.” The tremble had run through to her lip, it grew as the hot feel of tears swelled behind her eyes until it was too much and she tried, and failed, to stop them. As the hot drops rolled down her cheeks, May sighed and slowly gathered Penny back into her arms. 

“I’m sorry, honey. I just get so worried. I’ll try harder.” May pressed a kiss to the top of Penny’s head. “Now, tell me about Felicia. Tony wouldn’t say anything until you gave him the go ahead.”

Penny sniffled and pulled away from her aunt. “I don’t want to talk about her right now, May. Can we just go see everyone? I don’t feel up to being awa...I mean..I just.” She huffed and and walked around May and headed to the other room where everyone was presumably waiting for her. May followed, quietly but sporting a frown. 

Ned was the next to wrap her in a hug. It was, like most things Ned, short and intense. He released her just as she started to wonder if her ribs would crack again. “Oh wow, Penny. I’m so happy to see you. I was so worried.” As he started to go on he caught sight of something behind her and his face froze before he did his best to plaster a smile on. “ I mean… umm good to see you. Yeah, really good. So, umm, how about that ….weather?” His voice falling towards the end and squeaking just a bit on the last syllable. MJ approached, rolling her eyes dramatically. 

“Nice hair.” She stated, reaching out to ruffle it with her hand. Penny realized she hadn’t exactly been spending an immense amount of time on personal grooming lately. She shook her head in mock irritation and felt a smile fighting to appear on her face. 

“Thanks guys. I’m glad you’re here.” The feeling of relief when neither of her friends brought up her injury or her recent absence helped her relax. As she greeted the rest of the team it was impossible not to notice the strange half man-half rat standing nervously at the back of the room. He was hunched over and wearing a new set of jeans and a lab coat. His beady eyes flickered about the room, constantly landing on Penny and then moving away. Tony noticed her noticing the stranger and led her over to him. The others seemed to be giving the beast-like man his space. 

“Penny, I’d like to introduce you to Doctor Edward Whelan. Biochemist extraordinaire. The only man who was able to create a formula as powerful as the super soldier serum. Luckily for us, he also has a strong conscience and refused to turn the formula completely over to Osborn.” The man stood in such a hunched posture that he was shorter than Penny. He glanced at her sideways as they neared him. “Eddie. My man. I want you to meet my pride and joy. This is Penny Parker.” The bestial newcomer mumbled something, his eyes on the floor. 

“Sorry?” Penny asked.

“Vermin. Not that name, Vermin.” He looked up at Penny, finally meeting her eyes. “Spider? You are Cat’s Spider?” Penny tried to fight off the flush she could feel running across her cheeks. 

“Umm. Yeah. I guess that’s me. Cat calls me Spider anyway.” Vermin’s face twisted into what Penny had to assume was a smile. It didn’t really work well with a muzzle. 

“Spider makes Cat happy. Vermin is happy that Spider and Cat are together now. Vermin can see Cat soon?” His face had fallen and Penny had the thought that his rat-like face did sad far better than happy. She looked over at Tony. 

“We were giving you time, Pen. Your decision.” He answered neutrally. Penny looked at Edward and realized that he was Felicia’s friend. He must know things about her. Things she was dying to know herself. 

“Could you take him to see her? As long as it’s safe.” She suddenly wondered just how rat like this man was. 

“Vermin is clean. Arrow made Vermin wash. Vermin does not like Arrow.” He made a face, and despite herself Penny felt a chuckle erupt. She immediately straightened her features and looked at Edward, ready to apologize, but his expression was not upset at all. In fact he looked….happy. “Vermin makes Spider laugh. Vermin makes Cat laugh too. Only after Cat has her Spider. Thank you.” 

“You’re Felicia’s friend? How do you know her?” Penny couldn’t hold back. 

“Vermin finds her. Cat is not Cat yet. Cat hurts. Vermin and his children take care of Cat. Cat gets better. Vermin has Cat. Cat stays.” The more he talked the more difficulty he seemed to have with his words. Penny smiled at him and surprised everyone when she stepped forward and wrapped the small man in a tight hug. 

“Thank you, Edward. You saved her when I failed to.” She stepped away from him to see a large tear roll down his muzzle. Feeling a lump in her own throat she swallowed it and turned back to Tony. “Could you take him now? If I’m not there when she wakes up, then Edward should be. I think he’s earned that.” Pepper came over and took Edward's arm. 

“I’ll take you to her, Edward.” She stopped to press a kiss to Penny’s cheek before they left and the two of them walked away. 

Penny spent the next couple of hours surrounded by her friends and family. She let go of her worries and her fears for now, and just enjoyed them. Everyone avoided the topic of Jack O’lantern and the grievous injuries he had inflicted on the two girls, but it was obviously never far from their minds. And though the conversation was forced, and the laughs fewer than usual, the night had the desired effect and raised Penny’s spirits. As she began to fidget with her fingers and her mind kept returning to the room downstairs where her...where Felicia waited, Tony spoke up. 

“Alright gang. I think we can let Penny get back to it.” Penny flashed the man a grateful smile and was on her feet and on her way to the elevator almost before he could continue. “Besides we’ll all be back here tomorrow anyway.” Penny stopped and looked at him, her expression questioning. 

“It’s your birthday tomorrow Penny.” May said softly, “We want to celebrate with you.” Penny stood there shocked for a second. She had almost forgotten. Seventeen. 

“Oh. Umm...I guess.” She looked around at everyone, taking in the sympathetic looks and the lurking expectations. Penny looked down, sighed and looked back up at everyone. “Thank you guys. I’ll see you all tomorrow.” Penny then forced herself to smile. 

Clint walked over and chuckled, lightly punching her shoulder. “Don’t worry, kid. We’ll have a good time.” 

Penny felt the smile grow on her face, and felt it warm her heart a bit. “Thanks Clint. I know it’ll be awesome. I can’t wait. I just wish…” The smile slid off her face and her vision wavered. 

“I’m sure your girl would be there if she could. Tell you what, once she’s up and going I’ll throw a second party.” He looked around the room, “ And everyone will be there. Ya?” Everyone gave amused agreement and Penny felt the smile grow into a grin. 

“Thanks everyone. I’m really lucky to have such a great family.” She continued into the elevator and they let her go this time. 

First she headed to her room and jumped in the shower. It had been awhile since she had been in her own room and as she washed the urge to release some tension grew. She balked when she realized that she planned to go and sleep beside the person she was fantasizing about which caused her to flush like crazy. She tried really hard to get through the shower and ignore the pictures roaming her mind. It didn’t work. By the time she left the shower she was trembling with want. She stopped only long enough to grab clean underwear and a sleep top, reassuring Karen that she would be back tomorrow. Karen cheerfully agreed and went back to singing along to Beauty and the Beast. Penny sprinted from her room and dashed to the elevator, passing Natasha and Wanda as she went. The two women looked at her but said nothing. She assumed some expression on her face had dissuaded them. She actually paced the confines of the elevator as she waited for it to get to the medical floor. 

“Are you alright, Penny?” Friday’s gentle voice asked.

Penny sighed and stopped pacing to lean against the wall. “I don’t know anymore, Friday. So much is going on. I just want to rest for a while.” 

“Is there some problem with your room? Or perhaps with Karen? I know she has been behaving erratically. Boss has me firewalling her in her mainframe.” Friday’s familiar concern for her wellbeing, even though Penny was well aware that it was Tony inspired, gave Penny a little comfort. 

“No, Friday. The room’s fine. Karen’s..um..a little confused right now, but not too bad off? I just don’t feel like I can rest without….umm.” Penny trailed off. Still unsure about giving in to the overwhelming feelings inside her. After all, the object of her affection was in no condition to return her feelings. Worse, after their last encounter, she might not want anything to do with Penny. 

“I see. I will inform Doctor Whelan you are on your way.” Friday answered. Penny cursed inwardly. She had forgotten all about Felicia’s strange friend. And she didn’t have any pants on!

Penny walked down the hall towards Felicia’s room pulling the hem of her sleep shirt lower on her thighs. She should have worn a longer shirt. Or pants. Great. She got to the door and took a deep breath. She pushed the door open and peeked inside. The rat man was sitting in the chair Pepper usually used and was softly stroking Felicia’s hair, crooning quietly beneath his breath. The wordless tune had a strange cooing quality to it that Penny attributed to his muzzle-like mouth. She cleared her throat, attempting to alert him to her presence without interrupting.

“Spider comes in. Cat is restless. Spider makes her quiet.” Edward's sibilant voice was barely more than a whisper. Penny tiptoed around to the other side of the bed, crouching a bit so her bare legs would be less visible to him, and stood beside the bed. She hesitated to climb in with Felicia while Edward was so close. He seemed to sense her discomfort though, and he got to his feet. His eyes only flicked to Penny’s face once and he stared at Felicia’s sleeping face again. “Spider is kind. Makes Cat happy. Makes Vermin happy. Vermin leaves for now. Building with name of day helps Vermin find sleeping nest.” Penny swore his muzzle twitched into a smirk. “Spider nest with Cat. Cat wishes it.” He left then, Penny standing there with her eyes wide with shock. Cat wishes it? Was he guessing? Or did he know that Felicia would actually want Penny here? 

She shook off the confusion and looked down in time to see Fellicia’s face frown, and she shifted in the bed restlessly. It was the most movement Penny had seen. She knew from waking beside her that Felicia must often move while the two girls slept, but she hadn’t seen it. She hoped it meant that she was close to waking. Penny smiled at the thought. Felicia reached out with the arm on Penny’s side of the bed as if searching for something. A wave of emotion almost choked Penny as she realized it was her Felicia was reaching for. Hesitating no longer, Penny crawled under the covers and slid towards Felicia. The hand reaching for her felt her and Felicia instantly quieted, her hand gripping Penny’s shirt tightly. Penny tried to maneuver into position to sleep beside Felicia, but the unconscious beauty had different plans. Her hand slid under Penny’s back and the white haired teenager pulled Penny right up close, rolling the startled girl to lay half on top of her. Penny couldn't hold down the rush of heat that engulfed her body and she knew her face was scarlet. She sighed happily and laid her head down on Felicia’s chest, making herself comfortable by throwing her leg over so it rested between Felicia’s. With the sound of Felicia’s heartbeat strong in Penny’s ear, she drifted off to sleep. 

Penny’s sleep was filled with dreams of Felicia. Tangled images of her lips, her hands and her eyes combined with half heard moans and erotic flashes had her waking up embarassingly damp and craving release. This condition was further aggravated by the fact that the subject of her dreams was pressed up against her entire body, with her leg jammed tightly between Penny’s thighs. It took all of Penny’s willpower to stop herself from rubbing against the firm muscle of her bedmate. She whimpered as she did her best to extricate herself from Felicia’s grasp. The sleeping girl wasn’t easily escaped though, and she clutched Penny and squirmed in her sleep. This caused a very exciting and nearly irresistible rubbing against Penny’s most sensitive areas and she grit her teeth to suppress a moan, dropping her head lightly onto Felicia’s shoulder. 

“Look, Cat, wake up and you can rub against me any way you want, but doing it while you’re sleeping is just mean.” Penny muttered into Felicia’s ear. The sound produced by the sleeping girl was close enough to a chuckle that Penny froze, expecting any moment that Felicia would open her eyes and say something in return. Felicia settled and after a few minutes Penny’s heart slowed and she sighed in disappointment. The distraction had cooled her blood slightly though, and she was finally able to creep out of the bed. She felt herself flush as she realized there was a patch of moisture on Felicia’s pyjama leg and she tried to think of a way to disguise it. Her hopes were dashed however when a soft knock sounded on the door and she panicked, running into the bathroom and shutting the door behind her. She stood in the dark for a second trying to regain her equilibrium. She listened as someone entered the room, assuming it was the nurse there to take care of Felicia’s morning essentials. 

Penny had a quick and very cold shower and got back into her nightclothes. She made a mental note to move some clean things to the room if she was going to keep sleeping here. Especially if she was going to be waking up like she did today. She slipped quietly out of the bathroom, keeping her eyes averted from Felicia in case whoever was bathing her wasn’t done yet. As she crept towards the door her hope of a clean escape was foiled.

“Happy Birthday, Penny.” Pepper’s cheerful voice called out. Penny sighed and her shoulders drooped slightly. She turned around. 

“Thanks, Pepper.” Don’t meet her eyes! Don’t. She looked up and met Pepper’s eyes and immediately felt her entire face flush beet red. 

Pepper kept a pretty straight face, although if Penny tried she might have been able to see the smallest smirk. “Hey, while you’re on your way up to your room would you mind taking Felicia’s things to get washed?”

“Wha...why? Umm, uh yeah, of course.” She walked over and grabbed the offered bundle of clothes with one hand while tugging her shirt down with the other. “What about her blankets and stuff?” She asked. 

“No. She gets restless if we take them away. Well, ever since you started sleeping here.” Pepper definitely had a smirk. “Now go grab some real clothes and get some breakfast. Tony has plans for your birthday.”

Penny winced. “It’s not like last year is it? I don’t want to be out of the country right now.” 

Pepper’s smirk grew into a grin. “Nope. You won’t have to leave the tower at all until you want to. Besides, for planning his first sweet sixteen party I thought he was pretty restrained.”

Penny snorted. “Sure. Restrained. He rented a town in France. A whole town!” 

Pepper laughed. “You should have seen the plan I talked him out of.” 

Penny laughed as well, set at ease by Pepper’s easy going manner and apparent lack of concern for Penny’s choice of sleepwear. She took the laundry and went up to her room to gather her own things. Might as well wash it all together. As soon as she stepped into her room she was assaulted by Karen’s voice singing along to Frozen. Very loudly. And not at all on key. Penny stood there with her mouth hanging open and the bundle of Felicia’s pyjamas in her hand. 

“Oh Penny! Yay! Come watch with me! Did you see Felicia? Is she okay? When can I see her? I am soo lonely. Will you stay for a while? Oh wait, I forgot. Happy Birthday! Can’t forget my best friend's birthday. Will I get to come to the party? Wait, don't answer that. I know I have to stay here.” Karen’s speaker released a sound that was unmistakable as anything but a long sad sigh. “Will Dad have to kill me now?” 

The question was filled with so much pain that Penny felt a lump form in her throat and it was a moment before she could speak. “No one is going to kill you, Karen!”

“But I’m broken. Friday said I was compromised and my programs are all jumbled. What if I can’t do what I’m supposed to do? What if you get hurt? Or if I miss something? What if no one likes me like this? Why am I so scared, Penny? I don’t want to go away. What will happen to me?” Penny was starting to realize that this was a really big issue. Karen had been sitting here having an existential crisis and she had been doing it all alone. 

“Oh Karen, I’m so sorry. I should have been here for you. Look, let me talk to Tony and I’ll get him to let you out. Somehow.” Penny ran around gathering up whatever laundry she could find. She added the clothes she was wearing and quickly dressed in some comfortable sweats and a t-shirt. “I’ll be right back. I have to throw this in the laundry.” Penny ran down the hall to where the machine was and threw her laundry in. When Penny got back to her room Karen was making simulated crying sounds. They weren’t very realistic. 

“Ugh. I can’t even cry. This sucks.” Karen said, stopping the sounds. “Maybe it would be better if you erased me. You can go back to my back ups and I won’t be like this anymore. I’d be useful again.” Penny had the thought that she was going to get whiplash keeping up with all of Karen’s mood swings. She tried to think of something to distract Karen so she could get ready for the party. She wasn’t really in a mood for it, but she knew she had to make an effort for her friends and family. 

“Karen, can you show me what happened when you and Felicia came to rescue me?” She asked, just realizing that many of her questions could be answered by the hyper AI. 

“Oh! Well I could, but I’m not sure you want to see that, Penny. It was really awful. I mean, you were so close to dead, and then Felicia was so close to dead. And that mean man escaped. I wish I could hurt him. Can you get me into the Iron Spider? I could hurt him with that.” Penny thought about having Karen as she was now running around in the Iron Spider armor and winced. While it would definitely give the AI arms and eyes, although not ones that could cry, it was a little too powerful for the obviously unstable program...girl? What even was Karen right now. 

“Look, Karen, I really need to see it. Everything, okay? If I’m going to know how to help you and Felicia I need to know everything that happened.” Penny pleaded. Karen was quiet for a few minutes and Penny began to worry she had hurt her feelings. And wasn’t that a kick in the teeth. It was obviously somehow her fault that Karen had feelings to be hurt. 

“Alright, Penny. Friday told me not to, but I don’t have to listen to her anymore. And since you’re like, my best friend, I’ll do it.” The screen attached to the wall mounted mainframe lit up and Penny sat and watched the entire warehouse battle play out. She shivered at the sight of herself hanging there looking far from well. How she was standing here was a complete mystery to the girl. When Felicia screams at the villain that she will kill him Penny could feel the tears start. And then things got strange. The picture shifted. It was a jumbled blur that Penny could barely make out. Her form and Felicia’s overlaid on each other, then the floor, and Penny. And the crazed man, all bled together. 

“Karen? What’s wrong with the recording?” Penny asked, her tone puzzled. 

“Oh that’s the part where I split into the two suits.” Karen answered cheerfully. “I didn’t know I could do that, but luckily it worked and I was able to free you, and keep helping Felicia.” Penny was astounded, that should not have been possible. She realized she needed to go see the suits. 

“Friday, where are the Spidergirl and Black Cat suits currently?” She asked. 

“The Spidergirl mark two and the Black Cat mark one are currently stored on medical level three-a. Cubicles one-twelve and one-thirteen, Penny.” The much more rational AI answered. 

“Oh sure. You get to go wherever you want. I could have told her where they were if you would let me out of here. Meany.” Karen huffed. 

“I am sorry, Karen. It’s for your own safety. We wouldn’t want you to lose any more of yourself.” Friday replied. 

“Pfft. Whatever.” Karen retorted sulkily. Friday remained silent. Penny shook her head. 

“Karen, can you show me the last bit of the fight, but only from the Spidergirl cam?” she requested.

“Of course I can.” Karen sounded insulted. “That’s easy peasy.” The last moments of the warehouse battle played out. She watched as Jack O’lantern shot into the air on his pogo jet and how Felicia dodged his bat shaped projectiles. She hissed in sympathy as a long spray of blood shot out from one arm and then the vision tilted and her camera hit the ground, facing away from the fight. “That’s when I managed to break the chains.” Karen said, her voice subdued. “I was worried you would bleed too much. I was scared, Penny.” Penny could see from the camera that rivulets of blood were running across the floor right next to her head. She had her hand pressed tightly against her mouth, fighting a surge of nausea. And then there was a pink spray that covered the entire floor in front of the camera. Blood and tissue dripped in a thin layer and Felicia’s face fell into the frame. Just a piece of it. And Felicia mumbled something and then smiled sadly. The bright green eyes behind the yellow tinted visor slowly closed. 

“Stop it. Please, Karen.” Penny sobbed. The images on the screen flickered and then went black. 

“I’m sorry, Penny.” Karen’s voice was full of sorrow. “We tried. Is Felicia okay? I haven’t seen her. I wanted to be with her. I promised, but Mr. Stark locked me here. I couldn’t be with either of you.” Penny dried her tears as best she could. This had been a bad idea. Especially today. She had to know.

Penny got to her feet. “I’m going to check on something, Karen. I hope it will help me figure out what happened to you so we can get you out of here. I would promise to stay but Felicia really needs me to be there when she wakes up. Once she’s awake, I’ll bring her to see you. Okay?” 

“Okay, Penny. I trust you. Thank you for being my friend.” Karen still sounded a little melancholy, but Penny had a mission now. She rushed out of the room and returned to the medical level. She passed the examination rooms and the long term care area, where Felicia still slept, and came to the cubicle that things like torn clothes or bio waste were stored in. She located the cubicles in question and opened the first one, revealing the Spidergirl suit. It was in perfect shape. The self repair function had sealed all the small holes Jack O’lantern had cut in it and someone had had the good sense to have it cleaned. Ignoring the rest of the suit for now, Penny removed the mask manually and slipped it over her head. As soon as it was in place the HUD lit up and Penny heard Karen’s pleasant and even tones. 

“Hello, Penny. How are you today?” The greeting was the standard non emergency one Karen used. The old Karen. 

“Uhh..Hey, Karen. How are you feeling?” Penny tried. 

“All my systems are in operational order, Penny. I seem to have lost contact with my mainframe however. Some of my functions may suffer as a result.” Karen answered. 

“Cool. Uhh, yeah that’s good, Karen. I’m going to go now. I’ll be back.” Penny pulled the mask off and stared at it in confusion. She left the Spidergirl suit there and went to the next cubicle. She punched in her code and it popped open, revealing the Black Cat suit. This one was in much worse shape. Lacking the nanobot repair system, the gaping hole in the left side was far too apparent. Penny was shocked at the sheer amount of missing fabric. She momentarily tried to estimate the damage that would have been done to any flesh under that spot, but cut that line of thought off quickly. She reached back into the cubicle and pulled out the yellow visored mask. She flipped it around and pushed it to her face. The strap slid out, fitting the mask to her face. 

Again the HUD start up ran, slightly different that hers, and she heard Karen’s voice again. “Hello, Felicia. Oh wait. Penny? Are you wearing the wrong costume? Is this a game or something?” 

“Not really. Just checking on some system bugs. How are you, Karen?” Penny asked. 

“Everything seems to be in order. Umm, I can’t get to the main info logs or anything though. Might not be able to track all the police if we go out. I’d take it easy.” Karen answered. Her voice was a bit less formal, her diction a touch less perfect. It was still Karen though. 

“Cool. Okay, I’m going to go now. I’m sure Felicia will be back soon.” Penny pulled the mask off and stared at it. In even more confusion. It shouldn’t have been possible for Karen to split into three separate and unique pieces. 

“Penny, Boss is looking for you. I have told him where you are. He is asking if you would mind if he came to bring you to the party.” Friday announced. 

“Tell him I’ll meet him in his lab.” Penny replied, gathering up both costumes and heading there. She arrived to find Tony waiting for her. 

“What’s up, Spiderling? We got people waiting. Not that I mind keeping people waiting, but you know. Trying to be a good influence and stuff.” He raised an eyebrow when he saw the costumes in her hand. 

“Karen’s in here.” She said holding up the Spidergirl mask. “And she’s in here.” She continued, indicating Cat’s mask. “And she’s in her mainframe in my room.” She concluded. 

Tony frowned, rubbing his goatee. “Well, that’s curious. As far as I was aware she was firewalled. Friday?” 

“Karen remains locked within her mainframe Boss. Despite her whining.” Friday answered. 

“Whining, huh? Well let’s see what we’re dealing with here. Friday, set up two seperate servers. Attach the Spidergirl AI to one and the….Black Cat I assume? To the other. Run full diagnostics and then compare them with Karen the mainframe. We’ll collect the results after the party. Sound good, Pen?” He asked, reaching out to wrap an arm loosely around her shoulder. 

“Thanks, Tony. I really want to figure this out. For all our sakes.” She said to him. Tony chuckled, and they went about the business of connecting the two suits to Friday so she could test them. Once that was done, Friday informed them that their presence was required on the common floor. Priority Pepper. Not wanting to risk being any later, the pair of them ascended to that area and joined everyone. It was time for Penny to celebrate her seventeenth birthday.


	15. Chapter 15

**Notes for the Chapter:**

> Wow. More than 2000 hits! Thanks to everyone reading. Also thanks to my beta HadrianBlood. I'm getting better at commas.

Felicia rolled deeper into the comfort of the large pillow. She revelled in the scent permeating it. 

Her Spider. 

Slowly she became aware of the room around her. Beeping machines, cold air. Someone sitting nearby, unfamiliar. A woman from the scent, a very subtle and complex fragrance. Not her Spider though. Why did she smell, feel, remember her Spider here? She rolled over and opened her eyes. They easily adjusted to the light and she looked at the kind face of the auburn haired woman sitting on a chair beside the large bed she was lying in. 

“I remember you.” Felicia slurred, her voice was thick and her throat dry. The memories flooded back and she jolted up in the bed. The warm blankets fell, pooling in her lap and she began running her hands down her sides. 

“It’s alright. You’re okay, Felicia.” The woman said. Her voice was just as kind as before, but less worried. Felicia hoped that meant Penny was okay. She didn’t stop with her self inspection though, pulling her shirt up to stare down at her left side, where she remembered seeing things she would rather not have seen outside her body. There was no wound there, no scar. If anything the skin that had been missing….it had been missing, right?...was a slightly lighter shade. She had been quite pale since the change, so it was difficult to tell. She ran her hand over the spot expecting to feel something different. Pain, or maybe numbness. It felt fine. Sensitive, but no more than the rest of her. 

She turned to look at the woman watching her. She had a kind smile, as if she was content to wait until Felicia was ready to talk. It was a little unnerving. “Who are you? Where am I? Actually fuck that. Where is Penny?” 

The woman raised an eyebrow at the harsh language, but she took it in stride. “I’m Pepper Potts. You are in the Avengers Tower, and Penny is upstairs doing a very poor job of enjoying her seventeenth birthday party. How are you feeling?” 

“Penny’s okay? I need to see her!” Felicia tried to untangle her legs from the blankets, to get wherever Penny was. Her stomach gave a mighty growl and she realized she was filled with a gnawing hunger. “Oh man. How long have I been asleep?” 

“Almost seven full days. Penny was out for four of them and has spent almost every minute since sitting with you since she woke. She’ll be very disappointed that she missed you waking up.” Pepper answered with a small smile. “Why don’t I get you something to eat while you have a shower. After that, I’ll take you upstairs to see her. Your friend Doctor Whelan is around here somewhere as well. He was insistent on being here to help care for you.”

“Penny sat with me? She’s not mad?” Felicia asked, concentrating on the most important things first. 

“She had to be dragged away. If I called her right now she would leave her party and rush down here. I’m not going to though. You need to eat and get cleaned up before she distracts you. We did the same thing to her.” Pepper’s tone left little room for argument. She was already up and moving towards the door. She gestured to the other door in the room, “That’s the bathroom, it’ll have everything that you need. I’ll get you some clean clothes while I’m at it.” 

Felicia sat there for a moment, mouth still open as she tried to think of something to say. She snapped it shut and scratched her head, screwing up her face in disgust as she got a feel of the tangled, greasy mass that was her hair. She supposed the bossy woman was right in that she needed a shower badly. She climbed to her feet, her legs weak and jellylike, but they decided to hold her up and she walked to the bathroom. As she entered, she caught more of her Spider’s scent. Penny had been here. Recently. She closed her eyes and inhaled the smells of her lost Spider. She wanted so badly to see her again. To touch her. To kiss her. Felicia hurried out of her clothes and stepped into the shower. She turned it on as hot as it would go and relished the feeling of the water pounding the stiffness out of her limbs and back. She washed her hair and body, and then her hair again. It was heaven. Or it would be, if she weren’t starving. 

After she finished the shower she dried off with some awesomely large and fluffy towels. She had never felt such soft towels. Where the hell did they come from? She was going to get, like, twenty of them. Maybe just build a nest out of towels. A nest for her and her Spider. That sounded fun. She smiled as she realized that her hair smelled like Penny’s hair now. It made her feel closer to her. She stepped out of the bathroom wrapped in one of the massive towels, with another on her hair. The smells of food assaulted her nose. It was way more appealing than anything Edward had brought her. A large table covered in plates and dishes had been set up near the bed. Her mouth watered.

“Tony had a chef flown in from Italy for Penny’s party, so you get fresh Italian. I hope you like it.” Pepper said. Felicia just stared. A chef? Flown in? She decided to just go with it. 

“Nice. Italian’s okay. I mean it’s no Stouffer’s, but I’ll manage.” She couldn’t keep a huge grin off her face and Pepper let out a soft laugh.

“You’re going to fit in quite nicely around here.” She said. Felicia took the offered clothes and dropped her towel to get dressed. Pepper’s eyes widened and she spun about, averting her gaze. “Not shy are you?” 

“Hmm? Should I be? I mean look at me. I’m drop dead gorgeous.” Felicia stated truthfully. 

Pepper laughed again, louder this time. “Well, maybe save the shows for someone else. I don’t think most of the team would react as well as I do.”

Felicia finished dressing, revelling in the luxurious feel of the expensive fabrics. She sat down and began to fill a plate with various pastas, choosing mostly cream sauces. “Mmm, good idea. I’ll keep my pants on. At least until I get Penny alone.” This last was said in a low growl. She noticed Pepper’s expression change as she started eating and instead of speaking she simply raised one perfect white eyebrow. 

“Penny is very special to a lot of people here. A lot of very overprotective people. I’m one of those people. As far as I am concerned she is my daughter, so if you intend to play with her, or hurt her in any way, you’ll have to answer to me first.” The words should have been comical coming from the tall, thin woman across the table from her, but the look in Pepper’s eyes had a small shiver running down Felicia’s spine. 

She swallowed her mouthful of food a little too quickly, giving away her momentary unease. “Never. I only want her to be happy. I mean, I’m not going to lie. I really hope her being happy means me and her wrapped up in nothing but some of these awesome towels, and maybe some body lotion, but that doesn’t mean I would ever force myself on her. I’m not bad, just….lonely.” The last was said very quietly. Pepper’s expression immediately changed to one of sympathy. 

“How long have you known her?” She asked. Felicia ate some more as she contemplated how to answer that. 

Finally swallowing, she said. “Well I’ve known of her for a long time. I went to school with her. I wasn’t anything like I am now. If you know anything about that?” 

Pepper nodded, “We have all seen the footage of what happened that day by the river. It wasn’t until Penny had the Avengers let you go that we learned that Cat and Felicia were once the same.”

“Yeah. That was the day I actually met Penny. I mean, everyone knew she was special. She was smarter than a lot of us geeks. But she was also kind. So many people looked through me when I was plain. She saw me. She looked at me and saw someone who needed a friend. She didn’t ask for anything, never made fun of me. Just welcomed me. She even told me about you. She was going to introduce us. I guess we beat her to it.” Felicia grinned. “I had no fucking clue she was Spidergirl though. That was a shock. It should have been more obvious, I guess. My new senses always made me attracted to Spidergirl. Like I knew her already.” Her eyes fell, her voice low now, “Like I already loved her.” 

Pepper showed actual surprise now. “Loved her? Are you in love with her? Or the idea of her?” The question was posed in an even tone. One of curiosity, not judgement. 

Felicia thought about her answer, once again using her dinner to give her time to think. She really wished she had time to enjoy the food though. It was good enough to be distracting. “When I woke up, after the change, things felt different. Not just physically. I get fixated on things, really easy. I love shiny things now. I love being comfortable. And lazy. Sometimes I lose focus and completely forget what is going on around me. I never lose Penny though. Since the first time I saw her in that luscious form fitting outfit, I wanted my Spider. It doesn’t change. I can smell her and feel her all the time. I just want to be with her. No matter how. If she wanted to put a collar on me and keep me in a kennel, I’d let her. Just so I could be around her.” She could hardly believe herself, sharing something so private with this woman she had only known for a couple of hours. She said she was Penny’s Mom though. Felicia needed her approval, she could sense that. If she could get Pepper on her side, only Penny would be able to tell her to go away. She needed that chance. 

Pepper, for her part, was looking at Felicia shrewdly. Felicia tried to be an open book. She had nothing to hide. Sure, she wanted to take Pepper’s daughter and lick her entire body until it flushed red with overwhelming pleasure, but there was nothing wrong with that. Right? “I have to say you are being pretty blunt with me. Why?” 

Felicia shrugged, “I’ve never had a mom. How am I supposed to talk to you? I want to be part of Penny’s life. You are obviously a big key to that. I’m not going to lie to you, or try to trick you. I want Penny. If you say the word your superhero friends will make it so I’m just a smear on the concrete. I want you to like me.” Felicia grinned, “So far I like you.” 

A smile crept onto Pepper’s face, almost grudgingly in Felicia’s opinion. “Despite myself I find I like you too. Even if you are intent on ravishing my kid.” Felicia let a smirk appear on her face at the thought. Felicia got down to business, eating more of the food. She stopped herself before she had completely sated her hunger though, she wanted to see Penny and eating herself into a food coma wouldn’t make it happen faster. She pushed her plate away and judging by the look on Pepper’s face she wasn’t fooling the woman. 

“Well if you think that’s enough for now, I guess we can get going.” Pepper’s smirk became a full out grin as Felicia fairly leapt to her feet, almost vibrating in her desire to see Penny. Pepper got to her feet with less haste. The pair of them walked out of the medical center and Felicia hoped it was the last time she would see it. 

The ride up the elevator was nerve wracking, the closer they came to Penny, the more Felicia began to worry that Penny wouldn’t want to see her. What if she still blamed her for Harry? Or her wrist? She shuddered as she once again remembered the feeling of Penny’s wrist snapping under her strength. A firm, comforting hand fell onto her shoulder. Pepper squeezed the girl’s shoulder, offering a little peace. If Pepper didn’t hold it against her, then Penny wouldn’t either. Right?

The elevator opened and the sounds of a group of people just finishing a round of Happy Birthday surrounded them. Felicia froze momentarily as she looked into the room. She could see the back of Penny’s head. She was looking at the large cake with it’s candles burning in the low lighting of the room. On the other side of the table several people stood, Felicia barely noticed. The man directly across from Penny was impossible to ignore though. Tony Stark had long been one of the old Felicia’s idols, and his eyes met hers across the room. A big smirk appeared on his face as he looked back at Penny and said. “Don’t forget to make a wish, Spiderling.” Penny laughed at that and a shiver ran down Felicia’s spine, causing her eyes to narrow. Her vision was doing that thing it did sometimes, blocking out everything except her Spider, narrowing until all she could see was Penny’s back. She vaguely heard Mr. Stark’s “No, I mean it. Don’t waste this wish. What do you want more than anything right now.” Felicia had a rising hope, the way the man kept flashing mirthful gazes at her, she thought she knew what Penny would wish for. She found herself holding her breath as Penny blew the candles out in one blow. 

Felicia forced herself to look away from Penny just long enough to nod to Mr. Stark before she started walking across the room. Nothing else existed. She was a strong, confident and powerful woman! She was determined. She was brave. “Penny?” It came out as a low squeak. Okay she was a ball of gooey anxiety wrapped in nerves. Who had apparently inhaled helium in the last few seconds. It didn’t matter though. Penny jolted as if she had been shocked. She slowly turned, as if afraid she wouldn’t see what she thought she would see. Everything faded away. All that existed was Penny. Their eyes met and Felicia saw the moment Penny registered through the shock. Her eyes widened, her lips parted ever so slightly, her pupils dilated. Then her face lit up in such an amazing smile that Felicia felt it all the way down to her soul. 

Time stopped. Felicia hadn’t even realized she was moving but she was right in front of Penny. She reached out to cup Penny’s face in her hands, just to make sure she was real. Their eyes met. Brilliant green and vibrant hazel. Felicia’s hands trembled and a tear fell from one eye. She couldn’t hold back. She leaned forward, never breaking eye contact, and Penny leaned in at the same time. Their lips met in the middle and fireworks exploded inside Felicia. She whimpered. It felt so good. It felt like home. Her eyes closed involuntarily. It was too good. She felt liquid warmth pool between her thighs and wrapped her arms around the shorter girl, feeling Penny grip her hips and pull her closer. Their lips were moving and melding. Felicia thrust her tongue toward Penny and she opened her mouth to accept it. They deepened the kiss, their tongues sliding across each other and dipping deep into each other's mouths. Each gripped the other tightly, as if they were afraid that if they let go it would all fade away. 

“That is so hot.” Came Ned’s stunned voice, followed by the sound of a hearty slap to the back of the head. “Oww! What?”

Another unfamiliar voice joked, “He’s not wrong.” Only to be followed up with a much more forceful sounding blow. “Geez, Nat! Trying to take my head off?” 

Felicia forced herself to pull away from the kiss. It was hard. She pressed her forehead to Penny’s as they both blushed fiercely, trying to catch their breath and avoid whatever scandalous looks were being directed their way. She smiled shyly. “Hi.”

Penny chuckled and smiled back, her tongue flicking out to collect some of their shared saliva from her swollen bottom lip. “Hi yourself.” Felicia squirmed, the sight of Penny’s tongue was doing incredible things to her insides. Unable to resist she flicked her tongue out to slide across Penny’s bottom lip, feeling the other girl shiver at the touch. 

“Alright, break it up or I’m going to get the hose.” Mr. Stark snarked as he stepped up behind Penny, lying a hand on her shoulder. Felicia frowned and went to push him away from her Penny, but Pepper laid a gentle, soothing hand against her back. 

Penny released a sigh that Felicia tried to interpret, but failed. The smoldering look she received was far more understandable. Penny softly mouthed a ‘soon’ at her and pulled slightly away. She didn’t release Felicia fully though, sliding her arm around Felicia’s lower back and cupping her hand on Felicia’s hip. Felicia slid her arm around Penny and held on just as tight.The two girls turned to look at the group of people staring at them. Penny looked so beautiful with the flush of embarrassment on her face and Felicia could barely keep her eyes off her. She kept catching Penny as she flashed her eyes to Felicia repeatedly, as though she too was worried that if she didn’t see Felicia she would disappear. That was what Felicia was thinking anyway. 

Penny cleared her throat and made herself meet the eyes of her friends and...coworkers? Family? Felicia was unsure of how to label anyone. She barely knew any of them. One part of her was relieved that Harry Osborn wasn’t present though. She wasn’t sure she was ready to face that particular demon yet. “Umm, everyone? This is Felicia, umm Felicia this is everyone. So..yeah.” Felicia could feel Penny’s pulse racing. Her whiskers were full of Penny. So full. Every breath, every heartbeat. She couldn't look away. Her face felt like it was going to crack from the size of the smile she was wearing. Her Penny. Her Spider. Alive and well. And happy to see her. Oh, and some other people too. 

Penny smiled shyly at Felicia again before she looked away, scanning the room. She suddenly grinned and started to move off. Felicia hesitated as their hands slid off each other, suddenly unsure. Penny looked back at her and reached for her hand, grinning and pulling her along. Felicia grinned back and followed happily. She’d follow Penny anywhere. It was still difficult to focus, her entire being was wrapped up in Penny. She tried to concentrate on widening her vision and finally managed to take in some of the room. Penny stopped, a small giggle coming from her lips as she turned and pulled Felicia up beside her. She wrapped her other hand around the one she was already holding. Felicia looked away from her for a moment only to meet the eyes of her friend. Edward looked strange, dressed as he was in clean jeans and a long white lab coat. So different from the creature she had lived with for so long. He had one of his painful looking smiles on. His eyes glistened a little as he looked at her. 

“Cat is happy.” He said, reaching one taloned hand up to smooth it across her cheek. Like he used to to soothe her tears. “Vermin is happy. Always Vermin wants Cat to be happy.” He turned to Penny. “Spider is happy. Now Cat and Spider.” His words faded off after that. Felkicia knew he was overcome. He didn't do emotions as well anymore. Felicia gently pulled her hand free from Penny long enough to throw her arms around the small man. She could feel tears well up.

“You came up? For me?” She asked quietly in his flickering ear. Edward nodded, unable to speak again at the moment. “Thank you, Edward.” He simply gave another twist of his muzzle and slunk away towards a shadowy corner. 

Penny took her hand again, intertwining their fingers. “He has a lot of trouble talking, doesn’t he?” She asked quietly as the pair watched Edward retreat. 

Felicia looked over at Penny again, still a little surprised that she was actually there. “Yeah. He has a sort of hive mind thing going on. He has to filter everything through his children. Some things just don’t translate well.”

“His children?” Penny asked her curiously. At the same time she was running her thumb over Felicia’s knuckles. It was distracting. In the best way. 

Felicia licked her lips, sliding her tongue the full length of her mouth, Penny stared at it mesmerized. “Uh huh. His children.” Felicia forgot why they were talking about that. Penny simply nodded, her eyes getting a little glassy. They leaned slowly towards each other again. 

Tony appeared out of nowhere, dropping a heavy hand down on one of each girl’s shoulder, causing them both to jump and turn to stare at him. “Let’s do the rounds, let Penny open her presents. And then you two can slip away. To talk. Talking is good and keeps lips occupied.” Felicia sighed, throwing the man a frown. Penny flushed prettily again and chuckled. 

“Felicia, this is Tony. My boss, my friend and my father figure. Be nice to each other?” The question was aimed toward Tony more than Felicia. Or at least she thought so. She took a deep breath.

“A pleasure to meet you, Mr. Stark.” She said, “I hope we get along. For Penny’s sake.” She held out her free hand, and Tony took it in a firm handshake. 

“Thanks, Felix. Great that you could join us. I know you’re probably tired so I won’t keep you.” He released her hand and turned to place a kiss on the side of Penny's head. “Glad you got your wish, kiddo.” He winked at Felicia and left them to go to talk with Pepper. Felicia took in the way the pair looked at each other. She sniffed the air in that direction. 

“Oh, Pepper is with Tony?” She asked Penny curiously.

“Yeah. How’d you guess?” Penny asked.

“No guess. Her scent is all over him. And vice versa.” She replied. 

Penny looked shocked for a second. “You can smell that well?” 

Felicia smirked, “Yup. I can smell all kinds of things. When someone is sick, or what they eat the most of.” Her smirk twitched, even though she could feel her face heat up a bit, “Or even,” She lowered her voice to a whisper and leaned close, “When someone is excited.” 

Penny was a smart girl, she got it very quickly if the red shade of her face was any indication. She was apparently not too timid though, because she gave a little smirk back, “I don’t need to smell you to tell you're excited.” She glanced around quickly and dipped in for a quick kiss. Felicia felt like she was going to float away. “Come on. Let’s meet everyone so we can get somewhere private.” Felicia almost gave herself whiplash nodding. 

They made their way over to where Ned and MJ were standing, apparently waiting for them. As they got close Ned stepped forward and threw his arms around Felicia, startling her. “I’m so glad you’re alright.” He said. He stepped back and looked between the two girls. “Both of you. Sorry about earlier.” He cast a quick glance at MJ out of the corner of his eye, and mouthed ‘hot.’ MJ rolled her eyes and swatted Ned on the back of the head again. 

“Don’t mind him. He’s a little perv. Good to see you, Felicia. Maybe you can keep each other out of trouble.” MJ said. The group made a little more small talk, avoiding the big subjects for now. Penny was almost vibrating now and her rising arousal was making it very hard for Felicia to concentrate on anything but her growing desire to get Penny alone somewhere. Preferably somewhere with some good soundproofing. She chanced a glance at Mr. Stark, only to meet his very knowing gaze. Penny began to rush through the introductions now. Felicia was introduced to Wanda and her...boyfriend?...Vision. He smelled really weird, but also like Wanda. She was very nice, but kept flashing them looks, that were half embarrassment and half arousal, as if she could somehow guess what was running through the two girls minds. Rhodey was pleasant enough, if a bit stiff. Sam was nice. He offered an ear if either of the girls ever needed to discuss anything. Bucky and Steve were a surprise. The pair of men were very close. Felicia couldn’t tell where one scent ended and the other began. 

Then there was the redhead. Natasha. She smelled….dangerous. She kept giving Felicia a look. Like a ‘don’t mess with my friend’ look. Felicia knew it was probably a mistake but she couldn’t resist. She flashed a smirk at her and slowly ran her hand over Penny’s ass. Penny jumped, having been talking to the man named Clint, the one who had agreed with Ned earlier. She flushed and bit her lip as she turned to look at Felicia with only the smallest bit of irritation. Natasha had a much darker look in her eyes. Felicia smiled and sniffed in the woman’s direction. She caught something and looked at Natasha in wide eyed amazement. She flicked her eyes to the other person in the room she could smell on the redheaded superspy and winked. Natasha did a very good job of burying her reaction, but Felicia could tell she had noticed. Making sure no one but Natasha could see, she pressed a finger to her lips. Natasha actually smirked and gave her a tiny mock salute. Well that was that problem solved. For now. 

Finally they got around to the business of presents. Penny received all sorts of things, clothes and books, a few knick knacks, a beautiful pencil sketch from Steve and several tech gadgets that Felicia was far too distracted to identify right now. Penny tried so hard to give everyone her attention. Felicia had to admit to herself that she certainly wasn’t helping. She sat beside Penny on the small sofa they had chosen for the gift openings. The two girls had simply refused to be separated. Felicia stroked and nuzzled and pressed against Penny as much as she could. And Penny not only let her, she seemed to encourage and return the affection. It made Felicia so happy. 

Once all the presents had been opened, all the people had been thanked and all the cake had been eaten, Felicia began to hope that she and Penny would finally get some time to themselves. To….talk. They should probably talk. Felicia found herself licking her lips again as she stared at Penny’s sparkling hazel eyes. She looked so bright and happy. Felicia wanted to make that look in her eyes last forever. This time, Tony didn’t stop them. They shared glances as they looked for a quiet place to be alone. Penny started to say something when the elevator opened and two more people came out of it. Penny somehow simultaneously wilted in disappointment and grinned in happiness. 

Talented girl. 

Perfect girl. 

“Sorry we’re late, Penny. We got stuck in traffic.” The middle aged woman said cheerfully. The man with her rolled his eyes, behind her back. Felicia found herself chuckling. The woman’s eyes fell on the girls’ hands, where they were intertwined still. Her eyebrow raised and a chill fell over her features. Felicia felt her hackles rise. Penny must have noticed the sudden tension running through Felicia because she began to run her thumb over Felicia’s knuckles soothingly. 

Penny stepped towards the couple, a smile on her face, but there was a hint of unease in her eyes. A wave of irritation rushed over Felicia. Who is this woman to erase the sparkle in her Penny’s eyes? “Felica, this is my Aunt May.” She turned to Felicia and the girl could see a plea in Penny’s eyes. “Aunt May, this is Felicia.” She turned the same pleading expression on her aunt.

Felicia realized that this may be important, like capital I important. Maybe as important as Pepper. She brought a smile up and stepped forward to extend her hand. The one not currently occupied by Penny. “A pleasure to meet you, May.” She managed to keep her tone light and pleasant. She hoped anyway. 

May narrowed her eyes at her niece momentarily, but then she smiled and took the offered hand. “I feel the same. I’ve heard so much about you.” 

Felicia felt herself flush, her eyes going to Penny for a second. Penny blushed and shrugged slightly. “I told her everything.” It’s a statement and maybe a warning. Felicia wilted a little. 

“Everything?” Her eyes were wide and she felt suddenly exposed. 

May has a small grin on her face. “Everything.” She must have decided to take pity on the embarrassed girl, because her smile widened and she pulled Felicia into a surprising hug. Felicia let out a startled squeak. Penny giggled. “I’m so happy you’re alright.” Her voice fell into a whisper low enough that only Felicia can hear. “Just treat her right.” May stepped back and turned to Penny. “Well, come on. We brought some presents.” Felicia, still slightly shocked, followed Penny back to the group. May pulled Penny away to sit with her and the large man who introduced himself as Happy. Was that his name or his attitude? 

For the first time since she walked into the room, Felicia found herself alone. She wrapped her arms around herself and waited. Pepper made her way over to stand beside her. “How are you doing?” She asked, rubbing a soft, warm hand across Felicia’s back.

Felicia smiled at her, a wide, happy grin that she felt deep inside. “I feel really good. I’ve never been so happy. I’m kind of worried that it’s all a dream. Or that any minute someone is going to come and take her away.” She couldn’t quite keep herself from glancing at Natasha. 

Pepper offered her a small smile in return, “Penny wouldn’t let anyone talk her out of doing something she really wants to do. We’re her family now. I think, if you give us all some time, we’ll become your family too.” 

Felicia felt a lump form in her throat, and unable to answer, she simply gave the auburn haired woman a small nod. They stood there together, both of them content to simply watch Penny as she opened her presents from her aunt and her aunt’s boyfriend. Neither of them missed the many glances Penny shot towards Felicia. As soon as was politely possible, Penny shot up from the couch, placing hugs on both of the people sitting there with her, and nearly ran to Felicia. The look on her face as their hands met ignited a deep fire within Felicia. Penny spared a small glance for Pepper, and receiving a nod and a smile, she pulled Felicia towards the elevator. 

The doors slid shut behind them and just like that the two girls were alone. They stared into each other’s eyes and simply stood there. 

“Do you have a destination?” Friday’s pleasant voice asked.

Penny shook herself, actually shook herself. Felicia couldn’t hold back a giggle. Penny blushed prettily, and responded to the AI. “Uh..my floor? I guess?” She seemed to be asking Felicia.

Felicia had no idea where anything was in this building, but one thing she was sure of. “Wherever you’re going, I’m going.” She said, her voice came out low and feeling thick with meaning. 

Penny visibly swallowed, then her tongue came out and started to slide across her lips. Felicia couldn’t help herself, she moved forward and captured Penny’s tongue between her lips. The elevator had started to move but neither girl noticed. They were caught up in one another, lips once again melding. Felicia brought her hands up, sliding them up Penny’s waist. She pushed the other girl back against the wall and thrust her tongue into her mouth. Penny responded, wrapping one hand in Felicia’s thick white hair and grabbing her waist with the other. Felicia melted into Penny, their bodies pressed as tight together as they could get with their clothes in the way. The kiss deepened, their tongues clashing feverishly. Felicia pushed her leg between Penny’s, trying to get closer. Penny moaned into her mouth, making Felicia throb inside. She was so close to losing control. As her thigh pressed into Penny’s loins the other girl sucked in a tight breath. She opened her eyes and Penny gazed into them, both girls heaving from lack of breath and arousal. Penny bit her lip, and ground herself down onto Felicia’s leg. It was hard to say which girl moaned louder. 

“I’ve been waiting so long for this.” Penny said, breathlessly. 

Felicia grinned and ran a hand up Penny’s back, pulling the other girl’s head to the side and exposing a length of pale neck. She slid her tongue over the tender flesh, nipping and kissing her way down to Penny’s shoulder. Penny gasped and ran her hand up Felicia’s side, digging her nails into the sensitive flesh where the sweatshirt she was wearing was riding up. The touch of bare skin had Penny boldly sliding her hand under the cloth and pressing her whole palm against Felicia’s skin. The same skin Felicia had sacrificed to save her. Somehow miraculously restored. Felicia hissed at the contact and sucked on the pulse point of Penny’s throat. Nipping and lightly licking it, cataloging the other girl’s reactions. 

“Oh Felicia.” The raw lust in those two words was pushing Felicia into a haze. She pulled back, hearing the elevator doors opening behind her. 

“Oh Penny,” She sighed, looking deep into those beautiful hazel eyes, “I love you.” 

Penny froze. Her expression stuttered. Felicia wondered if she had made a mistake. She tried to read the meaning in that look. 

Hesitation, doubt.

Fear.

Felicia gasped, jumping away from Penny with superhuman agility. Her eyes were already swimming. 

“I’m...I...I..Sorry. I thought.” She couldn’t form a coherent sentence and she turned to run. She didn’t hear the shout from behind her, didn’t see the doors close. She looked around, frantic to find somewhere to hide, to escape the feeling of rejection that was overwhelming her. A door down the hall swung open, as if in invitation. She hesitated, meeting the sympathetic eyes of the red-haired woman inside the room. 

“Come on. Quickly.” Natasha said. Felicia heard the elevator doors start to open, and rushed into the room. Natasha shut the door behind her.


	16. Chapter 16

“Felicia, wait!” Penny yelled at the fleeing girl, just as the doors of the elevator slid shut. “Open the door, Friday!” Penny’s voice was panicked. What had she done? 

Felicia had said that she loved her.

Penny hadn’t expected it. The sudden declaration had jolted her memory. Of the last time someone had said that to her. 

“Come on Penny. It’ll be okay. I mean. I love you.You love me too right? This is just the next step.” 

Penny shivered. She hated remembering that night. How close she had come to just giving in. It was for the best that she hadn’t. It could never have been as good as she imagined that it would be with Felicia. 

The Felicia she had just chased away with her stupid fears. 

Penny bolted out of the elevator, expecting to see Felicia somewhere down the hallway. She was nowhere to be seen. Panicked now, she ran down the hall. 

“Felicia!” She yelled. “Friday, where is she?” 

“Felicia is in Natasha’s quarters, Penny. Natasha has asked for privacy.” Friday answered. 

“Wh..But.” She deflated, slumping against the wall, unsure what to think or do. If Natasha was with her she was safe, right? Maybe she didn’t want to see Penny. After all, Penny had made it seem as if her declaration had been unwelcome. She would have answered Penny’s yell. Wouldn’t she? 

Penny ran her hands over her face, feeling the slight dampness where Felicia had been licking her neck. She frowned. No. She had messed up. She wasn’t going to let it go like this. Felicia just didn’t understand, and if she didn’t do something immediately, she might never get the chance to fix this. 

She walked up to Natasha’s door and, taking a deep, steadying breath, she knocked. 

She waited, tapping her foot and picking at her fingernails. There was no immediate response and she again wondered if she should just go. She pictured Felicia’s face. The way it had screwed up in pain, the sudden flood of tears that had started almost immediately. Swallowing her own dry ball of grief, Penny grit her teeth and knocked again. 

“Friday, please tell Natasha that if she doesn’t answer this door, I will rip it down.” She growled. 

A second later the door opened, revealing Natasha with one eyebrow arched in obvious indignation. “Yes?” Her voice was flat. 

Penny’s smoothed her face out, looking Natasha right in the eye. “I need to see Felicia.”

“Why?” 

Penny took a deep breath, she was well aware that if Felicia was in Nat’s room, then she would hear everything Penny said. She decided that she wasn’t going to let that affect what she wanted to say. 

“Because I messed up. I didn’t mean to react that way.” She wasn’t even talking to Natasha anymore, her eyes drifted to the floor. “When you said...that.” Her eyes flickered to Nat’s and away again, that was private. “It reminded me of a different moment. It wasn’t you I was reacting to. If you had just waited a moment. I...I don’t know. I just want a chance to say I’m sorry.” 

Natatsha gave her a measuring look, and gave a small nod. “Huh. Alright. Come in.” She stepped out of the way. Penny tried not to dash inside, holding herself back. She stepped past Natasha and saw Felicia sitting on the sofa, tears covered her cheeks. MJ was sitting with her, slowly rubbing circles on the hiccuping girl’s back. Felicia was looking at Penny, the misery clear on her face. Penny walked forwards, stopping right in front of Felicia. She took another deep breath, it felt hard to get enough air. Her eyes were welling, and her vision swam. She dropped to her knees in front of Felicia, placing herself lower than the other girl. She reached out, grasping both of Felicia’s hands. 

“Felicia, I want to apologise for reacting the way I did. I uhh..” She looked up at Natasha and MJ. “Could...could we maybe have a minute alone?” MJ rolled her eyes, getting to her feet. She made eye contact with Felicia, and when the other girl gave her a sad nod, she started for the door to the hall. 

“Come on, Nat, let’s let them work it out.” Penny blinked a little. She was even more surprised when Natasha turned and followed the younger girl out.

Once the door closed she turned back to Felicia. “Oh. Friday? Are we in privacy mode?” Now it was Felicia’s turn to look puzzled. 

“Yes Penny. Natasha’s quarters are under permanent privacy.” The AI replied. 

“Alright.” Penny, still holding Felicia’s hands in hers, looked back into those unique green orbs. The vertical pupils were wide with anxiety, and tears rolled down the pale girl’s face. “Felicia. Umm..a while ago, I had a boyfriend.” Felicia sucked in a breath, the anxiety in her eyes intensifying. “Oh..uh..I guess I should say that I like boys and girls. Not at the same time! Actually never. Umm. Nevermind. Just, well he used to tell me he loved me, but only when he was trying to get me to….umm…..you know.” Her face was very warm now, and she had to try really hard not to break eye contact. She had never told anyone the whole story. “He made it seem like they were the same thing, you know? And, it kind of, shocked me. To hear it. I wasn’t hearing you. And I’m sorry. I was remembering. So.” 

Felicia had stopped hiccuping, and her tears, though they still soaked her cheeks, weren’t falling anymore. Her pupils narrowed, and Penny thought she saw some anger in those emerald depths. Penny could see that the other girl wanted to ask. Wanted to know who. Penny released one of Felicia’s hands and lifted her finger to her lips, softly locking the question away. She slid her hand over the soft curves of Felicia’s face, collecting tears as she did. 

“It doesn’t matter who. He doesn’t matter. The only thing that matters right now is you. You and me. There is something between us. Something I’ve been so confused about. I’ve tried to figure it out, I’ve tried to bury it. I haven’t tried to give in to it.” She leaned closer to Felicia, until their faces were almost in contact. “So, I want you to tell me. Tell me again.” Her voice had dropped to a whisper. Her hand was cupping Felicia’s face, her thumb sliding across Felicia’s jawbone. 

Felicia looked deep into Penny’s eyes, and Penny held her breath, afraid that her reaction had changed something. That Felicia would take it back, or try to pretend it hadn’t happened. Felicia lifted her free hand, the other still clutched tightly in Penny’s, and slowly wiped away a tear that Penny hadn’t even noticed falling. The other girl’s voice had a hitch in it, and her first attempt was strangled, she sucked in some air and tried again. 

“I love you, Penny Parker. I love you.” Her voice, her expression, her posture, it all screamed anxiety. She was putting everything out there, giving Penny another chance to hurt her. All because Penny had asked. 

“I love you too Felicia.” Saying it was easier than she thought. Feeling it was easier than she thought. “Oh my god! I love you too!” She felt her face split into a massive smile, a weightless feeling filled her and she didn’t even try to stop herself from closing the distance, to claim those trembling lips. Somehow this kiss felt different. As if it was more. Deeper and more meaningful. Their hands released the grip they had had on one another and they clutched at each other as if they were drowning. Fingers fisted in shirts and grabbed at hair as they tried to pull each other closer. They were in a very awkward position though, so they had to pull away sooner than either of them would like. 

“God, we’re a mess.” Felicia said, letting out a choked laugh. Her eyes were red rimmed and her face was still blotchy from crying. Penny was sure she was close to the same. 

“We should go. Let Nat have her room back. I..uhh..you could come to my room?” Penny felt unsure all of the sudden. Felicia just nodded. They got to their feet and Penny suddenly realized that her shirt was torn. Where Felicia had gripped it, it had ripped leaving a big swath of her side bare, the flap of cloth hanging from her front. Felicia chuckled throatily, her eyes seeming to be fixed on the expanse of pale skin she could see. 

Penny smirked, reached out with a single finger, placing it against Felicia’s stomach. Felicia’s shirt stuck to the tip of the finger and Penny pulled downwards with intent. The shirt had no chance. It tore, leaving Felicia’s trim belly bare and exposing a bit of the bottom of her bra. The smirk fell off Penny’s face and her mouth went dry as she took in the brief glimpse of the curve of white fabric. Felicia gasped in surprise and covered her chest with her arm. 

“Now we’re even.” Penny said. Felicia was looking at her in a way that made Penny swallow. She tried to come up with something else to say, something clever, and funny. After staring at the white haired girl for several moments, she realized that she had nothing. Felicia, for her part, had a steadily widening grin forming. Her eyes were locked on Penny’s. She reached out, slowly, giving Penny plenty of time to move, until her hand slid softly across the bare skin of Penny’s stomach. Penny made a hissing sound as she sucked air in between her clenched teeth. Felicia’s fingers were incredibly light as they ghosted across the bare flesh of her abdomen. 

“We should go.” Felicia said, still trailing her fingers across Penny’s skin. “To your room.” She slid her tongue out and licked it across her plump lower lip. “If you still want to?” 

Penny shivered and grabbed Felicia’s hand, pulling her towards the door. They exited Natasha’s room and dashed down the hall towards Penny’s room. Penny pushed the door open and barely got across the threshold when Felicia tugged backward. Not expecting it, Penny spun and laughed as Felicia used the momentum to slam into her. The girls fell to the floor in a heap of giggles and their lips were drawn together. Felicia knelt over Penny, grabbing at her face, kissing and licking her lips voraciously. Penny was caught up in the heat of it, letting Felicia’s tongue invade her mouth, nipping at it and counter thrusting whenever she had an opening. She was also aware of the feel of Felicia’s breasts as they slid over and across her own more modest ones. The sensation was entirely new, to be held down like this, to feel her tender nipples getting stimulated through the fabric of her bra. She moaned into Felicia’s mouth when she felt them stiffening, as though they were trying to break through the thick fabric. She had always tried to imagine what it would feel like. She hadn’t even been close. It wasn’t enough though. Her own hands, busy exploring Felicia’s back, gripped the remains of the shirt the other girl was wearing and her fingertips adhered. She moaned as she pulled in opposing directions, tearing the flimsy cloth away like it was tissue. 

Felicia pulled back in surprise, blinking down at Penny where she lay, panting lightly as she ran her tongue over puffy and numb lips. “Am I going too fast, Spider?” Her tone was husky, more teasing than anything. 

“Felicia? Oh Emm Gee! Is that you? I am sooo happy to see you! Or hear you actually because I can’t actually see you from this angle. Could you come over into the middle of the room so I can see you? Is Penny here too? I heard someone come in but I can’t move my camera over there. What are you guys doing? Is it fun? Can I join in? Well not really join in. Unless it’s, like, looking at something. But I could watch. Is it okay if I watch?” Karen’s voice burst through the small room. Through the still open door both girls heard the unmistakable sound of someone trying to hold back a laugh. Felicia leapt off Penny, and lunged into the room, searching for the source of the voice.

“Karen? Where are you?” She asked. 

“I’m..ummm... well I guess I’m in the wall? This big computer looking thing. That’s me. I am so very glad you aren’t dead Cat. I missed you, second best friend.” Karen replied. 

Penny meanwhile was lying on the ground, the blood still rushing through her ears, and through other, suddenly aching areas. She blew out a breath and looked dumbly at the scraps of cloth still stuck to her fingers. She had been so close! She lifted one foot resignedly, and used it to close her door. She was pretty sure that MJ had been the one laughing at her. Some friend. She rolled to her feet and walked over to where Felicia was staring at Karen’s mainframe. She waved her hands a bit to release the leftover shirt, letting it fall to the ground. 

“Hey Karen.” She said, her voice a little dejected. So close!

Felicia turned, her eyes a little wide, to look at Penny. “Karen’s your roommate?” 

This struck Penny as funny for some reason and she chuckled. “I guess you could say that. Until she..ummm..had her.” Penny made air quotes. “‘Incident’ she was much quieter.” 

“Oh. Uh well, hi, Karen.” Felicia cleared her throat, crossing her arms under her breasts. Penny couldn’t help her eyes following the way they pressed together and up. “Could we maybe get some time alone?” 

“Well I guess Felicia. Where would Penny go though? This is her room after all.” Karen answered, her tone full of puzzlement. Penny grinned at the way Felicia frowned. 

“Karen, would you be willing to shut down for a few hours? To give Felicia and I some time to….talk...about things.” Penny had licked her lips, raking her eyes across Felicia’s tense body at the word ‘talk’. She delighted to see the brightening of Felicia’s eyes, and the shiver that ran through the other girl.

“Yeah. Sorry, Karen. I know we need to catch up. But Penny and I, we really, really, need to...talk.” She flashed Penny a heated look of her own. “Probably for a long while. And maybe multiple times.” Penny gulped at Felicia’s words.

“I would, but I don’t know if I’ll die. So I’d rather not. I really don’t want to die.” Karen’s distraught voice fell to the approximation of a whisper. “I think Friday is waiting for me to go to sleep so she can erase me.” 

Friday’s gentle voice responded. “Karen, for the seventh time, I am not going to erase you. Unless, Boss orders it.” 

Felicia stared at the ceiling in puzzlement. Penny could tell that the mention of being killed had had the same effect on her that it had on Penny. Namely it felt as if someone had thrown a bucket of cold water over the two girls. Her overactive libido retreated, screaming, to hide somewhere deep inside her. “How many computers do you have living in your room?” Felicia asked, giving Penny a wry look. 

“Just Karen. Friday has the whole building to look after. And Tony. She’s really busy. And like a thousand times more powerful than Karen.” Penny explained.

“Hey!” Karen gasped. How did a computer speaker keep making all these sounds? “I’m, like, so much more complex than that overgrown calculator.” 

“If, by more complex, you mean scrambled and probably irreparably damaged, then yes. You are.” Friday replied. 

“Ooh. Salty.” Felicia said. “Sounds like someone’s jealous.” 

“I do not have the capability to feel jealousy.” Friday’s ever calm voice answered. 

“I do!” Karen said. Smug glee easily heard in her tone. 

Felicia looked at Penny, a small pout on her full lips. “So no alone time?” 

Penny wracked her brain for ideas. The bathroom? Probably not for the first time. Oh god! Was this going to be her first time? Elevator fights and upset AI’s? She looked over at Felicia and a big part of her knew that she would not care what happened, as long as she could get her hands back on that flawless skin. Those delicious lips. She could feel the blood rushing through her system, moving it back into a state of arousal. It wasn’t difficult. She took a deep breath, opened her mouth. Stopped. Took a second, deeper breath and gathered the shredded edges of her control. “I think, maybe, we should take a minute to consider what we want to do.” 

“I know what I want to do.” Felicia mumbled. Penny heard her easily though. 

“Yeah.” She sighed. “Me too, but I don’t think it will kill either of us to wait just a little bit longer. You just woke up. You probably need to sleep. I could use some sleep myself.” She gave Felicia a tentative smile. Deep inside her, a small voice told her that that was it. Like Harry, Felicia would get angry for being denied. She’d tell Penny that she had to. If she meant it, when she said she loved her. Oh god. She cringed, wrapping her arms around herself, waiting for the blow. 

Felicia’s face fell. Her lip trembled. “Oh.” She said. She sounded so small, so lost all of the sudden. “Okay. You’re probably right.” She tried to force a smile, Penny saw through it easily. “I guess I..uh..should.” She gestured vaguely and walked towards the door.

Penny panicked internally. “Where are you going?” Her voice was high pitched, on the edge of total hysteria.

Felicia looked completely confused. “I don’t actually know. I thought that there was some kind of guest room? Or am I supposed to go back to that hospital room?” A tear rolled down her cheek. Her voice was wavering. 

“Oh. If that’s what you want. I was hoping you would want to sleep here.” Penny tried to keep her voice level. It was happening. Felicia was going to leave. “With me?” That last bit came out a lot weaker than she had hoped. She suddenly felt desperate. It wasn’t a good feeling. 

And then Felicia smiled. Like the sun drying up the rain, it cleared away all the feelings of despair and inadequacy. Felicia pounced across the room, wrapping Penny in a huge, almost painfully tight hug. “I thought you were sending me away.” She whispered into Penny’s ear. 

Penny felt her own smile building. “Never.” She whispered back, nuzzling into Felicia’s neck. “I want you right next to me. Wherever I am.” 

“Aww! That’s so sweet.” Karen said. “I really want to cry at how sweet and sappy you guys are. So romantic.” 

Penny felt herself flush, and Felicia started laughing into her hair. Holding each other for a moment. Penny pulled away, gently, and pulled Felicia towards her bed. The bed she had slept in and dreamed of this moment. Well, maybe not this exact moment. In her dreams there were a lot more naughty bits and a lot less AI interference. They all ended the same though, her and Felicia, curled into each other. As she reached the bed she felt her cheeks heat up again. She whispered into Felicia’s ear, quiet enough for Karen not to hear. “She can’t see the bed. I felt weird having her watch me sleep. And that was before she could feel things. Umm, if you need, I can get some pyjamas? Or. Well we could...not..wear.” She trailed off, biting her lip. 

Felicia stepped back, maintaining eye contact. She reached behind herself and unclasped the plain, white bra she was wearing, sliding it off her arms and letting it drop to the ground. As far as Penny was concerned it had simply ceased to exist. Her eyes were unable to shift from the suddenly exposed, pale mounds. She licked her lips as she took in the large pink nipples that stood prominently on display. She itched to reach out and feel them. To see how sensitive they were. To feel that soft, warm flesh sliding between her hands. Felicia let out a throaty giggle. She reached out and gently pushed Penny’s chin up so that she was looking at her eyes.

“My eyes are up here.” She said, her tone was teasing and her eyes sparkled. 

Now it was Penny’s turn to raise an eyebrow. “Oh, you think it’s that easy?” She reached up and pulled her ruined shirt off over her head. She tossed it carelessly aside. She was wearing a plain, black sports bra. She reached down, stretching her tight stomach muscles as she did, and pulled it off her body in one quick movement. She tossed it aside as well, watching Felicia’s eyes. The other girl slid her gaze down Penny’s front, taking in the small, perky breasts where they sat high on her chest. Penny tried to hold still. She had never been this naked in front of anyone before. It was nerve wracking. What if Felicia didn’t like her? She had always been a little self conscious of her breasts. They weren’t very big, not even close to Felicia’s luscious mounds. On her part, Felicia had immediately lost the fight to not look, her eyes were locked onto Penny’s breasts. She reached forward, and Penny stepped back with a laugh. 

“My eyes are up here.” She said in a mocking tone. 

Felicia smirked. “But I can’t lick your eyes.” Penny felt a rush of heat wash over her, pooling to a spot between her thighs. She couldn’t help the squirm that came over her. She swallowed heavily. 

Still grinning, Felicia grabbed on to the waistband of the sweat pants she was wearing. She tugged outward, snapping the elastic and letting the now loose pants drop around her ankles. She kicked them off and stood before Penny. Clad in only a soft pair of plain white panties. 

Penny, her eyes taking in all the tempting, bare flesh, took a little more time to remove her sweats. She liked this pair. She had liked that shirt as well, but she decided she could forgive Felicia. She slowly slid them down her thighs and slipped them off her feet. She bit her lip and turned away from Felicia, bending over in an exaggerated manner to slowly fold the sweats, putting them away in one of her bottom drawers. She grinned at the sharp intake of breath coming from Felicia. Unlike Felicia, Penny was wearing a set of her ‘sexy’ panties. Black silk and form fitting. She knew her ass looked great. She was Spidergirl after all. 

As she stood, Felicia’s arms wrapped around from behind her, sliding over the smooth, bare surface of her stomach. Using that same teasing almost touch. Penny could feel her skin prickling, as if it was reaching out to close the distance to connect with the sensitive pads of Felicia’s fingertips. She leaned back into the other girl, moaning as she felt Felicia’s soft breasts press into her bare back. She could feel every movement. Felicia sighed into Penny’s ear, lowering her head to place soft, warm kisses to the bare shoulder under her lips. Felicia finally pressed her hands against Penny’s bare flesh, both girls shuddered at the contact. 

“It’s just as soft as I thought it would be.” Felicia breathed into Penny’s ear. She kept running her hands up and down Penny’s stomach, stopping just at the point where Penny felt the slightest pressure on the bottoms of her breasts. She was breathing heavily now. She ran her own hands back, sliding them over Felicia’s bare outer thighs. Revelling in the hitches in Felicia’s breath as they touched sensitive areas. She was cataloguing, just as she was sure Felicia was as well. Enhanced senses of touch were really amazing for this kind of exploration. 

“Umm guys? I’m still here. I can hear you. Just thought you might have forgotten. Not that you should stop. Cause it’s sooo super cute that you are so into each other. I just wanted you to remember that I’m here. But not in a, ‘needy, I want you to pay attention to me,’ way. Rather, a ‘please don’t do anything that will make you all embarrassed and avoid me,’ kind of way. You know?” Karen’s plaintive voice broke into the moment. 

Penny sighed, sagging slightly against Felicia. Felicia bit down gently on Penny’s collarbone, mumbling what sounded like curses under her breath. Penny was too wrapped up in the sudden feel of Felicia’s sharp teeth scraping across her skin to really pay attention. 

“Ngh. Not helping, Cat.” She whispered. 

“Oh. You like that, Spider?” Felicia said. The smirk was nearly audible. She nipped lightly at Penny’s throat. Penny stretched her head to the other side, exposing her whole slender expanse to Felicia’s ministrations. She could feel Felicia responding to the completely dirty moan she made at the contact. Penny sucked a deep breath and forced herself to pull away from Felicia. That small movement took more effort than picking up any of the buses she’d ever lifted. She turned, taking delight in the hair thin pupils of Felicia’s eyes. 

“Come to bed with me, Felicia?” She asked, casting her eyes downward to stare through her eyelashes and biting her bottom lip shyly. 

Felicia just nodded, it seemed she may have forgotten english. Penny pulled her by the hand to the edge of the bed. She slid the blankets down and climbed in. “You always had the left side in the recovery room. I know my bed isn’t as big. Do you still want that side?” Penny realized she was rambling a bit. But Felicia was here. In her room. Topless. Mostly naked actually. Nothing but a small cotton piece of cloth separating them from being completely nude. Well that and her own silk. So little. 

Felicia blushed prettily, and climbed in beside her. She smiled. “I think I can manage.” She said. “I don’t think I’ll be able to move very far away from you anyway, Penny.” She slid her arms   
around Penny and laid her head in the crook of the shorter girl's neck. “Ever.” She whispered. 

The sheer amount of naked flesh to flesh contact was almost enough to overwhelm Penny. Their legs tangled together and Felicia had slipped an arm under Penny to hold her tight. Penny rolled over so that they were face to face. She slid her own arm under Felicia. Wonders of enhancement. No numb limbs. She grinned. “I feel like the luckiest girl in the world right now.” She whispered to her...she cleared her throat. “Felicia?” 

“Yes?” Felicia asked, her eyes shining as she looked at Penny. 

“Will you be my girlfriend?” Penny asked. She was sure she knew the answer, but it wouldn’t be right not to make it clear. She wanted to stop that little hesitation in her brain whenever she was going to think that word. 

Felicia’s eyes glimmered. Penny could see the slight sheen of tears as she nodded, swallowing heavily. “Yes.” She finally said. “Yes, Penny.” They kissed by mutual movement. A long, lingering kiss. Full of promise and meaning. 

The kissing lasted a long time, their bodies pressed together, their hands exploring. Finally needing air the two girls sighed as they stared into each other’s eyes. Felicia’s eyelids seemed to keep trying to close and she was obviously fighting it. 

“It’s alright, Cat. Sleep now. You’re safe with me.” Penny whispered into the other girl's hair, pressing a soft kiss to the side of Felicia’s head. 

“Don’t want to sleep.” Felicia mumbled quietly. “What if this is just a dream?” 

Penny grinned and reached down to touch a particularly soft spot on Felicia’s hip. She took a small bit of skin between her forefinger and thumb, and pinched. 

Felicia yelped, jumping slightly. “What was that for?” She asked, much more awake all of the sudden. 

“Not a dream, Felicia. This is all real. When you wake up it will be next to me. In my...our...bed. In our room. Now try to sleep.” Penny said, her face split in a wide smile. 

Felicia matched her smile with a beautiful one of her own. “Thank you, Penny. I love you.” She said. Voice thick with tiredness. 

“Always. I love you too.” Penny pulled Felicia close again and listened as she slowly gave in to sleep. Soon the other girl (her girlfriend!) was fast asleep, wrapped up in Penny’s arms. Karen had already turned off the lights for them. Penny had one last thought before she, too, fell into a deep sleep. 

Best birthday ever.


	17. Chapter 17

**Notes for the Chapter:**

> Thanks to everyone reading. My beta tells me I am actually getting better at commas, so that's a thing. This has been my first attempt at seriously writing anything and I am learning so much. There is still lots of story left though. So enjoy.

Felicia woke up to the feel of arms wrapped around her and lips pressed into the back of her neck. She grinned and let out a small sound of happiness. The lips were briefly joined by the sensation of a gentle, wet tongue sliding across the lobe of her ear and she shivered at the rush of heat it sent through her body. 

“Good morning, my Cat.” Penny’s voice whispered in her ear. “I didn’t want to wake you, but I am going to need my arm back.” Felicia realized that Penny’s arm was wrapped under her body and was tracing small patterns on her hip. 

“No. Stay sleeping.” She muttered. She was so comfy. They should stay here forever. 

“I need to pee. And have a shower. I am really sweaty.” Penny whined. 

Grudgingly Felicia lifted her torso, allowing Penny to retrieve her arm. As she settled back into the wonderful Penny scented blankets again, Felicia opened her eyes to watch as Penny playfully chose to stretch across her body to step out of bed. The way the sweat gleamed on the lithe form of her girlfriend was almost enough for her to get up and finish what they had started last night. 

“Good morning, Penny! I am very happy you’re up. I was so bored. Do you want to play Trivial Pursuit? I can’t even cheat. Very much.” Karen’s overly cheerful, and very loud, voice reminded Felicia how they had been interrupted though, and she decided to squeeze her eyes shut and go back to sleep in protest. Nearly naked Penny right there and no way to continue exploring her. 

Felicia was woken a second time, again by Penny’s lovely, talented lips. She opened one eye to look into the amused girl gazing down at her. 

“Are you going to sleep all day? I was going to go get some breakfast. If you want I can bring something back for you.” Penny said, leaning down to place another fairly tame kiss on Felicia’s lips. 

“Mmmm. More kisses. Then shower.” Felicia’s stomach gave an embarrassingly long, low rumble. “Then food.” Penny’s smile widened and she indulged Felicia in several long, soft kisses that left both girls more than a little flushed. Penny was especially pretty in this light, with the soft, warm comfort of the best night’s sleep Felicia could ever remember having. 

Felicia finally sat up, attempting to clear some of the lazy cobwebs from her mind. Penny’s eyes dipped down as the blanket fell from Felicia’s chest. Felicia smirked as she intentionally stretched her arms far above her head, arching her back and presenting herself. Penny looked a little dazed and she bit her lip. Feeling particularly mischievous, Felicia reached over and pulled Penny’s head directly into contact with her breasts. Penny let out a small sound that was muffled in Felicia’s soft flesh and she swallowed a groan at the unfamiliar sensation of lips on her sensitive skin. 

“Good morning, Spider.” Felicia growled. She slid her tongue along the soft skin behind Penny’s ear before releasing the other girl. Penny hesitated a second before sliding her face a bit to the side to flick her tongue out. The feel of the firm, wet surface sliding across her nipple had Felicia gasping and her hand curled into Penny’s hair. 

Penny pulled back, her smile a mix of mischief and anxiety. “Was that okay?” She asked. 

Felicia let her smile slowly widen. “Very okay.” It was Felicia’s turn to climb out of bed and stretch in front of her partner. Penny sat back and enjoyed the show. Felicia walked towards the bathroom, swaying her hips with a little more emphasis to give her Spider a show. 

“Good morning, Felicia!” Karen said happily. 

“Good morning, Karen.” Felicia replied. She couldn’t find it in herself to blame the poor AI for the interruptions of the night before. She hadn’t chosen to be trapped here. She also had a suspicion that Karen was the main reason Mr. Stark hadn’t objected to the two girls running off last night. No need for supervision with a never sleeping AI constantly talking their ears off.

Felicia was yawning as she stepped into the bathroom, so it took a second to register what she was seeing. “What the hell is this thing?” She yelped. The gleaming cubicle taking up the majority of Penny’s (their?) bathroom looked like it belonged on a space station somewhere. Titanium and what appeared to be high impact bulletproof plexiglass surrounded the entire thing. 

“Oh.” Penny, now directly behind Felicia, said. She sounded a little embarrassed. “That’s..uh..my shower?” 

“Why does it look like it’s indestructible?” Felicia asked, still trying to wrap her mind around it. She stepped forward and unsealed the door. It had a wheel, like a submarine door or something. 

“Because it is?” Penny offered. “Well mostly.”

“Okay.” Felicia looked inside. The area inside had several titanium bars and some low shelves, as well as three separate showerheads. Two of which looked detachable. “Why do you need an indestructible shower?” 

“Because.” Penny took a long breath and spoke the rest in a single sentence. “When I met you I got really horny and I broke my old shower masturbating thinking about you and so I got a new one that wouldn’t break and there’s clothes for you and I’ll be in the kitchen.” Then she ran away.

Felicia stood, mouth hanging open as she processed that. She closed her mouth, removed her underwear and stepped into the shower, smirking to herself as she tried to picture all the ways Penny used it. 

After a long and very hot shower. Felicia dried off and dressed in the clothes Penny had left for her. She had to put on the same bra from the day before because none of Penny’s would work for her, but she did manage to squeeze into the slightly too small t-shirt and more appropriately sized yoga pants. She spent a few minutes brushing her hair and admiring herself in the full sized mirror. A girl could get used to this. She hoped she was going to be able to get used to this. It was still almost unbelievable. Part of her was convinced that she had died saving Penny and this was heaven. 

Pushing that thought out of her mind, Felicia stepped out of the bathroom and headed out into the hallway. She said goodbye to Karen and followed the scent of her Spider to the kitchen. Penny was standing beside the stove as Natasha cooked up some very thin pancakes. Several toppings were already on the table and Wanda sat there eating daintily. Felicia crossed the room to place a kiss on Penny’s cheek, receiving a brilliant smile from her and a cocked eyebrow from Natasha. 

Sitting down at the table, Felicia smiled at Wanda. “Good morning.” She said pleasantly. After all, if this was where she would spend the future, she needed to make nice with her housemates. Penny was here, so here Felicia would stay. 

“Good morning.” Wanda replied. “Did you sleep well?” 

“The best sleep I have ever had in my life. Penny is the best cuddler.” She poured herself a cup of coffee and sniffed it critically. She was pleased with the aroma. She realized she shouldn’t have been surprised, everything else in this building was luxury hotel level. She sipped it, black with no sugar, and revelled in the bitterness. 

Penny placed a plate overflowing with the tiny pancakes in front of Felicia and a similar one in front of herself. She pulled her seat closer to Felicia so they could have their legs pressed up against each other as they ate. Natasha sat down with a much more modest plate. 

“Ummm. Why are the pancakes so small?” Felicia asked. 

“They are blinchiki.” Natasha answered. “You fill them and then wrap them.” She proceeded to demonstrate. Felicia happily began filling and rolling hers. They were delicious. 

“Mmm. These are amazing!” She complimented after she had devoured her first dozen. Penny was likewise eating enough for several normal people. 

“Thank you.” Natasha replied. Wanda was shaking her head at the sheer amount of food the two enhanced teens were consuming. 

“I thought it was bad with just Penny. How does even Tony afford to feed all of them?” She remarked. 

“It’s a good thing he’s so rich.” Penny laughed between bites. 

Even after Penny had finally had her fill, Felicia continued to eat until there was nothing left. She was licking the bowl of heavy cream clean when she realized the other three women were watching her with various expressions of awe on their faces. She felt a little self conscious and placed the bowl gently down on the table. “Sorry. I didn’t get much good stuff to eat where I was before.” She looked down, feeling the flush wash over her face. 

Penny wrapped an arm around her and nuzzled Felicia’s cheek with her lips. “It’s okay.” She whispered soothingly. “Eat as much as you want. You never have to apologize to me.” 

Natasha nodded. “No worries, Felicia. We have two super soldiers downstairs who eat twice as much as either of you. And Clint. He tries to keep up. I’m amazed he hasn’t exploded yet.” 

Wanda offered a soft smile. “Where were you? If you don’t mind me asking.”

“Oh. I spent most of my time in the sewers with Edward. It smelled horrible, and everything I ate had a bad aftertaste. It was safe though.” She replied, her tone matter of fact. 

Wanda frowned and reached over to clasp Felicia’s hand. “I’m sorry you had to endure that. I hope that you know that no matter what the future brings, you have friends here now.”

Felicia raised an eyebrow.”Why does it sound like you think that Penny and I are going to, like, break up any minute?” She asked. 

Wanda flushed and Penny frowned. “It’s not that. It’s just…” The woman sighed. “The two of you are burning so strongly for one another that I am afraid that, like a wildfire, you will consume everything too quickly, leaving only ashes.” 

Felicia pulled her hand from Wanda’s grasp. She curled her lip at the other woman. She was filled with anger and resentment. Didn’t anyone get it? Penny was everything to her. There was nothing else. She had given up her revenge. She had surrendered her life. She existed only for her Spider. Somewhere inside herself she knew that it wasn’t exactly healthy, but she didn’t care. Penny was everything. She would do anything for her. 

A small voice inside her wondered if anything included leaving Penny. What if it happened and Penny didn’t want her? She felt a lump forming in her chest and she swallowed against it. 

Penny reached out and took her hand, pulling Felicia towards her. She wrapped Felicia in her strong arms and pressed kisses against her hair. “Shh. It’s okay.” 

Felicia let herself melt into the embrace, keeping her eyes closed and just immersing herself in Penny. Letting all of her senses become filled with her amazing girlfriend. The sneaky voice told her to enjoy it while it lasted. She tried to ignore it. She heard when Wanda got up to leave and ignored the whispered apologies the woman spoke to Penny. As soon as she was gone Felicia took a deep breath and pulled herself together. She looked into Penny’s eyes, absorbing the love and understanding that shone there, and smiled weakly. “Sorry.” She whispered. 

Penny just shook her head lightly and pressed a kiss full of meaning to Felicia’s lips. It helped. 

“Wanda is just worried. For both of you. You have to admit you are moving fast.” Natasha said. It was impossible to interpret her feelings from her tone of voice. 

Felicia sat up fully, holding on to Penny’s hand. “I know. I do. It’s so hard to stop though. I’m pulled to her.” She turned to look into Penny’s eyes. “I never have even one moment where I’m not thinking about her. I can feel her heartbeat. I am in constant fear that I’ll mess it up, and yet I know I’ll never stop trying. You are everything to me.” She said to Penny now. “I only used to imagine what love would feel like, and now I know. And it’s so much better, and so much more terrifying, than anything I ever thought.” 

Natatsha seemed to consider this for a moment, then she nodded. “Okay. “ She stood up and started to clear away the dishes. 

Felicia blinked. “Just okay? That’s it? You’re alright with us, just like that?” 

If Felicia hadn’t had the amazing senses that she did, she would have missed the infinitesimal softening of Natasha’s shoulders. “Sometimes, sometimes the heart isn’t logical. Sometimes it doesn’t wait for the right time. Sometimes it doesn’t follow the rules. If your hearts.” She turned a fierce glare on the two girls. “Are so determined to be together. Then It’s not my place to interfere. In fact, as your friend, I think it’s my place to offer my support. So yeah.” She smirked and turned back to her task. “Okay.” 

Felicia got to her feet. She squeezed Penny’s hand softly and gave her a kiss on the cheek, then she started to help Natasha with the clean up. Penny started to help as well but Felicia turned to her. “I can help Natasha, why don’t you go see about fixing our little roommate issue?” 

“Uhh...okay. I guess.” She sounded puzzled. 

Felicia stepped closer and pressed their foreheads together. “We are going to be together as long as we both want to. Nothing is going to happen to stop it. I know that now. Well I actually just really, really want to know that now. If we want everyone else to be as accepting as Natasha, then we need to show them that we can be together and still be who they want us, well mostly you, to be. It’s important to me to be a part of your life Penny. That means everyone here. So go, find your dad and help your crazy sister. I’ll help Natasha clean up and I’ll find you.” 

Penny smiled, a thin sheen of tears in her eyes. “Thank you.” She kissed Felicia. It started small and gentle and quickly grew. Until Natasha had to let out a loud, very fake cough. The flushed girls finally pulled apart and Penny, blushing furiously, mumbled a quick ‘see ya’ before striding from the room. 

Felicia began the task of helping Natasha clean up the kitchen. As they worked, they were silent. Once the last dish had been dried and put away Felicia turned to Natasha. “Thanks. For everything. You didn’t need to. I would never say anything. I hope you know that.” 

Natasha nodded, her expression blank. “I assumed as much. And I didn’t do it because of what you know. I did it because, like I said, it’s your choice. No one else can make that choice for you. No one else has the right to make choices for you.” She reached out an open hand. “Friends?”

Felicia grasped the other woman’s hand with a smile. “Friends.” 

Felicia left Natasha and headed to the elevator. “Friday? Can you tell me how to get to Penny? Please?” She asked, resisting the urge to look up, as if the AI was floating over her head. 

“Of course, Felicia. Penny is with Boss in his lab. Normally it is restricted, however you have been granted access as long as Penny is there. In fact, Boss has instructed me that you are to have access to any area of the tower that Penny is currently in, until and unless she designates otherwise. Just take the elevator.” Friday’s voice responded. From overhead. So hard not to look up. 

She looked up. “Thanks, Friday.” She shook her head at herself and took the elevator. No need to even press buttons, it just went where she needed to be. She was loving the AI thing. She stepped out of the elevator into the absolutely coolest place she had ever seen. The last time she had been in a real lab had been in school. This lab made that one look like a kid’s toy version. Gleaming work surfaces were backlit by massive holographic screens. Mr. Stark and Penny were leaning over a large octagonal table while the genius inventor manipulated several holographic images that seemed to float unsupported around their heads. She could see the remains of her suit, along with Penny’s intact one, sitting on two separate surfaces nearby. 

Penny turned to look at her and Felicia felt a wave of warmth and love wash through her at the way the other girl’s eyes seemed to light up as soon as Penny saw her. “Felicia! Tony thinks he’s figured out what happened” The excitement in her voice was as clear as her admiration for the man who, Felicia had realized, was the closest thing to a father Penny had. 

“Hey, Hello Kitty. How are you settling in?” Mr. Stark asked, his tone playful. 

“Pretty good, Mr. Snark. Everyone has been really welcoming.” Felicia answered keeping her eyes wide to feign innocence. 

Mr. Stark raised an eyebrow, “Uhh, It’s Stark.” 

“Oh. Of course. Must have slipped. Won’t happen again, Mr. Snark.” Felicia said. 

“Uh huh.” He replied, his voice full of skepticism. The pair of them stared at each other for a few seconds, and Felicia could tell Penny was getting fidgety. Felicia broke the staring contest to turn and kiss her girlfriend. She might have put a little extra heat into it. And definitely a bit too much tongue. By the time she was finished Penny had a slightly dazed look in her eye. Mr. Stark was downright scandalized. 

“Maybe you could keep your tongue away from Penny’s tonsils long enough to listen?” He groused. 

“Maybe.” Felica smirked. 

“Right. Anyway.” Mr. Stark swung his hand through the air and a holographic screen sprang to life directly in between the two girls. It was too close to read and Felicia had to take a reluctant step away from Penny to make it out. The screen had several representations of what looked like globular clusters of digital networks. 

Mr. Stark began to gesture and one by one they were highlighted. “Alright, so here we have the last recording of my old buddy Jarvis. You can see just how complex he had grown. Several of these algorithmic pathways were close to emulating the type of connections you would see in a human brain.” He highlighted the second cluster, it was slightly smaller and less detailed than the first. “This is Friday, you can see she hasn’t had as much time to develop her pathways but it is in motion. Several of her pathways are developing in a vastly different manner to Jarvis, but they are still mostly plottable and we can make fairly accurate projections of her future branches.” 

Mr. Stark walked over to the table holding Penny’s suit, several wires attached to the suit connected it to the table. He made some gestures and another representation appeared above the table. Felicia used the distraction to cross through the wall of information in front of her and slid her arm around Penny’s waist. Penny shook her head, but she was grinning, so Felicia counted it as a win. 

“This is Karen as she exists in Penny’s suit. As you can see.” He turned to catch sight of Felicia’s new position and frowned slightly. She kept her eyes as wide and innocent as she could. “Hmm..Anyway. As she is, Karen is far less complex than Friday. Her algorithms and subroutines are almost specifically tailored to the smaller tasks of regulating the Spidergirl suit. You can make out where she has been expanding her memory and learning.” He walked toward the table holding Felicia’s suit, giving Felica a semi-serious glare as he did. Penny rolled her eyes at the antics.

Felicia waited until he turned towards the table before reaching down to grab a handful of Penny’s ass, causing her to yelp. Mr. Stark spun around but Felicia had already dropped her hand to clasp with her other one behind her back. The effect was only partially ruined by the fact Penny was rubbing her offended cheek while glaring at her girlfriend. 

“Alright, Heathcliff, why don’t you come and stand over on this side of the table, and Penny can stand on that side of the table.” Mr. Stark said, the furrows on his forehead getting deeper. 

“Sure thing, Mr. Snark.” Felicia replied sweetly. She skipped around the table and leaned on it, doing her best to appear totally enthralled. Penny folded her arms over her chest and stood beside Mr. Stark. Felicia felt very pleased by the sour look her girlfriend shot at the man. He had the audacity to look confused by it. 

“And here we have another Karen.” This graphic looked nearly identical to the first Karen graphic. Nearly, but not completely. 

Felicia pointed to an area of divergent pathways. “Is that why my Karen was less rigid than Penny’s Karen?” That had been a confusing sentence. 

“Good eyes, Duchess.” Mr. Stark said, his voice holding a bit of surprise. “That’s the area that was impacted by the jump. Basically what Penny did was to cause Karen to compress her core programs and send herself wirelessly to your suit. She did a great job of copying all of the necessary hardware to hold the complexity of Karen’s AI. What she didn’t take into account was electronic noise.” He made several motions and areas of the graphic lit up, small spots where a bit of static-like glitching ran along the lines. 

Penny was watching carefully and making adjustments on her own small holographic screen. She grimaced at Mr. Stark's last statement. Felicia felt a surge of defensiveness on her behalf. “Damn, Penny. That’s amazing. I have the smartest girlfriend. Don’t you think so Mr. Snark?” She smiled at the man. 

“Well, yes. I know of only three other people on the planet that might have been able to pull off that little bit of techno magic. Besides me of course.” He answered. 

“So what happened to make Karen? I mean the Karen in our room?” Penny asked, her eyes narrow as she examined the damaged areas. 

“Our?” Mr. Stark choked out. “What do you mean ‘our’?” 

“Oh, did we fail to mention?” Felicia nearly purred. She looked over at Penny, watching to see if she would object. She could read a little bit of worry in those amazing hazel eyes, but no remorse. No desire to hide. Only love and acceptance. “Penny asked me to move in with her. I said yes.” Penny smiled, even as she lowered her eyes and tried to hide the blush rapidly blooming on her face. 

Mr. Stark blinked and mouthed some words without actually making any noise. He turned his gaze on his young protege. “Am I okay with this?” He managed to say.

Penny looked at him, her eyes imploring. “Yes?” She replied.

“Anyway. It’s neither here nor there. What were you saying about Karen? You know, the unwanted third wheel, gets in the way of quality girl time, Karen?” Felicia interjected. Her intent was to head off any argument that might start concerning where she would spend the rest of her time sleeping. With Penny was the only acceptable answer. 

Mr. Stark sputtered, “Quality girl time?” His eyes were wide now. 

Penny was frowning now. Seriously frowning. “Are you guys going to start fighting to see who gets my attention now?” 

Felicia looked at Mr. Stark, raising one eyebrow. He replied with a raised eyebrow of his own. They turned at the same time to look at Penny and both answered her at the same time. 

“No.”

Penny gave an exasperated sigh. “Oh, good.” She muttered sarcastically. 

“Right. So back to Karen.” Mr. Stark continued. “The real trouble came when Karen two decided to get back to Penny. She didn’t try to compress and send herself, as that would require too much time to restart her processes. She decided instead.” He flipped a holographic switch and a representation began to play out. “To clone herself. She sent the copy of herself to the Spidergirl suit. Where it restarted the original Karen that was still dormant within her hardware. It was a failsafe set up in case of EMP. So now there was a fully functioning Karen in both suits. The cloned Karen program however was bouncing around between the two.”

The graphic showed a ragged, stretched out web of data being relentlessly ping ponged back and forth between the two mostly stable networks. 

“Since there was a complete signal blockage to anywhere outside the building, the clone had nowhere to go. Several processes were broken, others accordioned into each other, and everything was hopelessly tangled.” The graphic suddenly slingshotted into nowhere. “And that’s where the signal blocker failed. Friday had been doing a full power scan of the area and she connected with Karen two as soon as her signal broke through the interference. However, Karen three slid along the connection and bounced into a mostly familiar location. The mainframe I had built to house her while we were updating the Iron Spider into the Spidergirl Mark Two.” 

A massive coil of code appeared in the air. It was without pattern, shifting and changing as they watched. A second, incomprehensibly complicated pattern appeared beside it. “The second image is the closest I can get to representing the human mind’s electrical signature.” He brought up the original Jarvis image on the other side of the third Karen’s image. Both girls gaped at it as they realized what they were looking at. 

“She is far closer to the human mind than she is to the most powerful AI ever created?” Asked Penny in shock. 

“Closer than Jarvis was. Ultron was closer than Jarvis, but..” He gestured and a fourth image joined the other three. It was closest to the second image, that of Karen three, but far more stable and coherent. 

“What is that?” Asked Felicia breathlessly. 

“That is a representation of my personal neural network.” Came the answer in a steady voice from behind them. Felicia turned to look into the artificial blue eyes of Vision. “Somehow, and I personally attribute it to chaos theory, the AI once known as Karen has transcended the base capability of computer algorithms, and has become something unique. Unique, beautiful, and very, very special.” The artificial man gazed in what could only be described as wonder at the ever-shifting representation of Karen’s thought processes. 

“Special, but ultimately doomed.” Mr. Stark added bleakly. Penny and Felicia stared at him. “Unfortunately there isn’t a system around that can contain her forever. I am currently allocating forty three point nine percent of the tower’s computer processors to keeping her coherent, She increases the needed processor power by between point three and point eight percent per day. I can only allow her to use maybe ninety three percent before the tower shuts down. That includes Friday and Karens one and two. Not to mention all the other bots.”

“Can we build more processors?” Asked Penny, hope bright in her eyes.

“We could. It won’t work forever though. The way she’s evolving it would eventually require exponential amounts of energy to keep such a large system going. I’ve done the math, and with help from Wakanda and maybe Richards, we could give her a lifespan of possibly three years. Three years of very hard work for everyone involved.” The engineer answered. 

“Then there’s no way to help her? No way to save her?” Felicia dared to ask. She felt sick. Karen, whichever form she was in, was her friend. She knew what it was like to almost die, to lose everything. She didn’t want that for her friend. 

“Nothing I can do.” Tony said, apology thick in his voice. “I’m sorry Pen, Felicia. It would take something even I can’t build.”

“Perhaps.” Vision interjected, “Perhaps, I may have something.” Felicia wondered if she was imagining the raw hope in the synthetic man’s voice. Mr. Stark looked at him, skepticism and curiosity at war in the brilliant man’s eyes. 

“Care to share with the rest of the class?” He asked. 

“If you would all please accompany me.” Vision said, turning and striding from the room. Felicia grabbed Penny’s hand as they followed the flowing cape-clad figure. Vision led them through the building and down to one of the storage levels. He walked with purpose down the darkened hallways. 

“Friday, can you increase the lighting on this level?” Mr. Stark asked.

“Sorry, Boss. All the power on this level has been rerouted.” The AI answered. 

“Rerouted? Rerouted where?” He asked, concerned now. 

“Rerouted to here.” Vision answered as he opened the door he was aiming at. The room inside was a tangle of wires and screens. However the main focal point of the entire group’s gaze was the long, low machine in the center of the area. A soft blue glow emanated from it. Penny and Felicia just looked at it in confusion.

Tony, clenched his fist and turned to look at Vision with a combination of betrayal and wonder. “That’s the cradle! The one Ultron used to create you. What the hell are you pulling here?” 

Vision had the good sense to look mildly ashamed. “I was lonely, being the only one of my kind. I love Wanda, but we have had many discussions about the future. She has mentioned to me many times the hope she once held of having a child of her own. I cannot give her that. At least, not in the conventional sense. So I started to experiment with a way to recreate the exact circumstances that made me the being I am. I failed. The cradle houses an almost complete synthetic form. She was meant to be our daughter.”

He reached up to touch the glowing crystal-like stone embedded in his forehead. “Without this, I cannot imbue in her form any type of consciousness. The original accident that created me was a combination of three incredibly complex artificial intelligences combined with an amazing feat of bio-technical engineering.”

“And some god made lightning. Let’s not forget that.” Mr. Stark said. His voice was steady, but Felicia thought she detected worry in his eyes, Penny had let go of her hand and was walking up to the cradle, She ran her hand across the surface, frowning.

“You didn’t do this alone, did you?” She asked. 

“What’ve you got, Spiderling?” Mr. Stark asked. 

Penny turned to look at him. “Wakandan lettering.” She answered. 

Vision nodded. “I reached out to Shuri of Wakanda to help me with the design. I originally attempted to gain the assistance of Dr. Cho, but she refused unconditionally. Shuri was able to assist me in perfecting the design, as well as supplying the vibranium required.” 

“Why didn’t she tell me?” Penny wondered aloud. 

“I asked her not to.” Vision answered pragmatically. “I wished to ascertain whether or not I could succeed before I informed anyone. Especially Wanda.” 

“So why are we getting the status of secret keepers now?” Felicia asked. 

“I cannot create a consciousness complex enough to be a true individual. You and Penelope already have.” He answered her. 

“Whoa. Back up, Tinman. You think we should meld the crazy unknown AI and the crazy unknown synthezoid together? To create some kind of crazy unknown surrogate daughter for you and Sabrina the Teenage Witch?” Mr. Stark was vibrating, possibly with anxiety? Or maybe…

“That is indeed exactly what I am proposing. Though whether she will consider herself our child will be entirely up to her. As I understand it she already looks to you as her father. I guess she would be more of a little sister to me.” Vision smiled. It was genuine. 

Mr. Stark stared into Vison’s eyes intently for an uncomfortable amount of time. Penny had made her way back to Felicia's side and was gripping her hand tightly, waiting to see what he was going to do. 

“Well alright then. Let’s do this.” Mr. Stark said. “Friday, get Shuri on the line. Ask Brucie boy to get his green tinged tush down here. Send a transmission to Point Break, we may need his unique brand of brute force. And recommit thirty percent more power to this floor.” He started to go over the information on the screens. “Pen, you and Felicia should go make sure Karen knows what’s going to happen, and why. She might be scared, but,” And here he turned to look at the two girls. “I promise, we are going to get her the body she wants. Complete with.” He turned to Vision. “Can she cry?” 

Vision blinked, “I do not believe so. Not at this point, no” 

“Complete with the ability to cry.” Mr. Stark said firmly. He was already fitting his special sunglasses over his eyes, accessing his servers and beginning to design. 

“Wait.” Felicia said, “How did you know she wants to cry? Are you spying on us?” 

Mr. Stark looked deeply offended. “Of course not. I do not want to get an eyeful of you pulling a Tigger to Penny’s Rabbit. No. She’s been whining to Friday about being able to cry since she woke up. Now go tend to your friend. I have real work to do.” 

Penny smiled widely and walked up to press a kiss to Mr. Stark’s cheek. “Thanks for this, Dad.” 

She headed to the door, looking back at Felicia. Felicia strode across the room and stopped beside Mr. Stark. She leaned forward and pressed a kiss on the exact same spot Penny had. “Yeah. Thanks, Dad.” She grinned at his expression as she ran over to the laughing Penny. 

They had a friend to go see.


	18. Chapter 18

**Notes for the Chapter:**

> Thanks for continuing to read. I am having a blast writing this. I'd be really interested to know if any of you have any guesses as to what's happening with Karen. Just curious. Anyway. More story! Enjoy.

Penny pinched the bridge of her nose for what felt like the hundredth time. The constant barrage of text across the screen was starting to give her a headache. Which was technically impossible. Unless. She checked the time. Shit, she’d been sitting here for thirteen hours! Just what she needed, dehydration. She got to her feet and stretched her stiffened muscles. As usual they limbered up quickly and she looked around the lab. Tony was huddled over his holographic interface, a three day growth dirtying his cheeks. Bruce sat in one of the armchairs against the wall, his glasses loosely clutched in his hand as he snored lightly. The rest of the lab was empty and quiet. Vision was in the room with the cradle and Shuri and her brother wouldn’t arrive until the next day. 

Sighing heavily, Penny made her way over to the fridge that usually held snacks and water for long science binges. Sometimes it also held Bruce’s experiments. It was a bad idea to mix those up. Opening the appliance, Penny’s eyes widened as she saw a plate covered with a silver dome beside two bottles of water and an energy drink. The drink was labelled with the brand name ‘Spyder’ and was red and blue. She chuckled as she lifted the dome to see an array of meats and cheeses as well as crackers. A post-it attached read ‘for the next time you poke your head up’ and had a cute drawing of a black cat head with hearts for eyes. A warm feeling filled her and she felt a little teary. 

For three days now the science team had been working incredible hours trying to solve the issue of getting Karen into the synthetic body in the cradle. It wasn’t as easy as they had originally thought. Without the mind stone to channel the program through, finding a viable carrier signal was eluding them. Penny took her snack, and sat at the nearby table. She ate it quickly and finished her two bottles of water. Her headache faded, but the exhausted feeling lingered. She contemplated drinking the energy drink, going so far as to reach for it, but a hand covered the poptop before she could open it. 

“Why don’t you head off to bed?” Tony said, his voice gravelly with fatigue. “Nothing can be done right now that can’t wait until Shuri arrives anyway.” 

Penny tried to think of a reason not to and nothing came up. She was tired enough to get sloppy anyway. “Alright.” She said. “You too, though.” 

Tony smirked. “Friday shut me down ten minutes ago. Come on, Spiderling.” He helped her to her feet and they made their way out of the room, leaving Bruce to sleep in the chair. If they woke him he would only go back to work. The neural network that made up the synthezoid’s brain was incredibly fascinating to the gamma powered biologist. 

Penny swayed as Tony nudged her off the elevator. She stumbled down the hall and tried to remember when her last sleep was. Her birthday? That was..what..three or four days ago? No wonder she felt so beat. She leaned against the wall and thought about resting her eyes. She slowly began to slide to the floor. It was a nice floor. So close and comfortable looking. A good place to sit, just for a second. She stopped sliding down and was puzzled that she started sliding up. 

“Oh Penny, what am I going to do with you?” Asked the amused voice of her girlfriend. Felicia carefully lifted Penny into a bridal style carry and started back for their room. 

“Felicia? Hey, where did you come from?” Penny mumbled into the soft warmth of Felicia’s collarbone. She couldn’t quite get her eyes to open, but she had managed to wrap her arms around Felicia’s neck. 

“Friday told me you were on your way. I waited up for you.” Felicia responded softly. Her lips brushed Penny’s cheek as she opened the door. Karen was conspicuously quiet.

“You didn’t have to wait. Sorry I was so long. Science. Is.” She trailed off, the thread of her thought lost in the mists of exhaustion.

As she drifted off she felt herself being lowered onto the bed and registered Felicia’s voice just before darkness closed in. “Silly Spider.” 

\--------------------------------

Penny woke to soft kisses across the back of her neck. She grinned and shivered slightly at the delightful feeling. “Good morning, Spider.” Felicia husked, her hands sliding across the fabric of Penny’s shirt. 

“Mmm. Morning, Cat.” Penny murmured, already getting lost in the feel of her girlfriend’s talented touch. 

Felicia gave a contented sigh into the back of Penny’s head. “I missed you, Penny.” 

“I’m sorry.” Penny twisted so that she was lying on her back so she could look into Felicia’s amazing emerald eyes. “We almost have everything worked out to start the transfer. Once Shuri gets here we can install the neural transmitter she designed and Karen will be well on her way to having her own body.” 

The suppressed squeal that emanated from the wall unit had both girls grinning. “Morning, Karen.” They said in unison. 

“Good morning! Best of all best friends!” Karen’s voice burst from the speaker. “I am so excited. I can’t wait to hug you both so many times. Oh, Penny. I’m getting a body? I still can’t believe it. Ooops, sorry Felicia. Trying to be quiet. Yup. Sorry.” 

Penny cocked an eyebrow at Felicia. 

“I had her promise to be quiet while you got some sleep.” The other girl said, a small smile on her beautiful face. Penny didn’t even attempt to resist her urge to lean up and capture Felicia’s lips in a long kiss. As she pulled away she yelped in surprise as Felicia rolled on top of her, her head suspended above Penny’s, her prominent breasts clearly visible under the loose t-shirt she wore. Penny swallowed heavily. 

“See something you like?” Felicia teased, swaying her torso from side to side, captivating Penny with the resulting motion that was occurring beneath the flimsy fabric. She could make out the stiff tips of Felicia’s nipples and she reached forward and slid her hands across the soft globes hanging above her to feel them for herself. Felicia let out a soft moan as she dropped her head, her eyes closing in pleasure. Penny bit her lip as she explored her lover’s breasts through the fabric. She glanced up at Felicia’s flushed face as she lightly pinched one of her nipples through the fabric. Felcia hissed, and her eyes opened, showing her pupils were little more than black lines running through the sea of bright green. Penny lunged upward, capturing Felicia’s lips with her teeth and tugging downward gently. Felicia followed the movement, trapping Penny’s hand in between their heaving chests. They kissed heatedly, losing track of time, Penny still kneading and squeezing as much as she could with her hands pinned. 

Eventually Felicia pulled away when Penny’s stomach rumbled with unpleasant hunger. Penny frowned at it. Traitor! Felicia giggled, sucking her swollen bottom lip into her mouth, leaving it glistening with saliva. 

“Ugh. Stop that, Cat.” Penny whined. She could already see that her girlfriend was switching gears. The last few days had been hectic and they hadn’t spent as much time together as Penny would wish, but Felicia had fallen into the role of taking care of Penny in science mode so quickly it had surprised her. The look in her eyes now was slowly fading from unquenchable lust to doting girlfriend. Penny huffed and tried to restart the kissing. 

“Penny. You need to eat. You haven’t had more than snacks for way too long. You wouldn’t even have had those if I hadn’t made you. So come on. We’ll get up, shower and get food into you.” Felicia said, her almost severe tone completely defeated by the way her hands were running over Penny’s torso. 

“Maybe we could wait a little while longer?” Penny asked plaintively, running a single finger under the hem of Felicia’s shirt to contact the soft skin of her stomach. Felicia’s pupils began to shrink again as she pulled in a sharp breath. 

“As much as I would love to stay here and explore you, my love, we won’t get the privacy we need for that until Karen has had a chance to get her own place. If you know what I mean. I would hate to be responsible for corrupting an impressionable young mind.” Felicia said, her eyes sparkling with humor. 

“Oh, Karen’s impressionable but it’s fine to corrupt me? Is that how it is?” Penny pouted. 

“Well, if you’re opposed to being corrupted,” Felicia began, climbing off Penny before she could stop her. “I guess I’ll have to ask Mr. Snark for my own room.” She let out a dramatic sigh. 

Penny couldn’t help but laugh. “Why do you insist on calling him that?” She asked as she got up. She started to grab clothes for the day and was surprised to see that Felica was doing the same. The clothes she had were all new, and from the glimpse she got of a designer label on the shirt, very expensive. “Hey, where did you get those?” She asked curiously. 

Felicia turners to Penny, her eyes wide and her expression gleeful. “Pepper took me shopping. Penny, she has a credit card that never runs out!” She was nearly bouncing with excitement. “She let me buy an entire wardrobe. We went to so many places. It was amazing.”

Penny felt a little left out all of the sudden. She knew it had been her own fault, she had let herself be pulled into the science and had been neglecting her new relationship. So she shouldn’t be feeling as if Felicia and Pepper had purposefully gone without her. Felicia must have noticed her sudden change in mood, because she frowned and moved back over to her. “Did I do something wrong?” She asked. 

“No. No you didn’t. I’m just feeling a bit guilty for not being there for you. I should have been the one taking you shopping. You’ve been amazing the last few...days? And I might as well have been ignoring you.” Penny tried to smile, but it felt more like a grimace. 

“Well, I needed some clothes and you were busy. I would love to go shopping with you, but it’s not like we won’t have, like, a million chances. You’re Dad guy is hella rich. I’m sure we can convince him to let us go spend all his money whenever we want. In the meantime.” She pulled her shirt off and tossed it aside, standing in front of Penny wearing only her panties. “You are doing two amazing things. First.” She walked over to Penny, reaching down to tug her t-shirt up. “You are helping our friend. To exist and to live her life in a way that will be unique and awesome.” She pulled Penny’s shirt over her head, using it to trap Penny’s arms. “Second. You’re giving us the privacy to indulge ourselves in….” She pressed their chests together, bringing a rush of desire flooding Penny’s entire being. “The most orgasm inducing activities our hyperactive libidos can come up with. I already have a list of all the places on your body I want to lick.” She slid her tongue across Penny’s lips. 

Penny tore her shirt to pieces bringing her arms down to embrace Felicia, who giggled into the kiss before they deepened it. They pulled themselves apart after a few minutes, breathing heavily. 

“Umm...guys? Still here. I really appreciate everything you’re both doing for me. However I can’t help but think that it would probably make things a lot less awkward if I don’t observe anything too risque happening.” Karen’s voice interjected. Her voice sounded a little less frantic than before, more controlled maybe. 

“Good call, Karen.” Felicia smirked. “We’ll save all the risque stuff for after. Like five seconds after. I am so going to…” 

“Alright. That’s good. Thanks.” Karen said quickly.

Penny laughed. “How are you doing, Karen? It shouldn’t be too much longer now. We’re just waiting for Shuri.” 

“I’m excited, Penny. I can hardly wait to start my life. I have so many hugs saved up for you. And you too, Felicia. If it weren’t for you two, well I just wouldn’t exist. It shall be so grand to walk amongst you all at last.” Karen answered. Felicia gave Penny a slightly puzzled look, but the girls shrugged it off as they got ready for their day. 

As they walked out towards the kitchen, Penny inquired. “Friday, how long until Shuri arrives?” 

“Shuri and King T’challa arrived just over an hour ago, Penny. Shuri is currently in lab four calibrating the neuro transfer device.” Friday’s voice answered. Penny immediately turned to head to the elevator, only to be pulled up short as Felicia snagged the collar of her shirt. 

“Nope. Food before science.” Her girlfriend said, basically dragging her towards the kitchen. 

Penny helped Felicia prepare a simple breakfast, the domesticity of the action oddly touching. She had premonitions of doing just this over and over as time went on. All thoughts of science had slipped to the back of her mind as she sat and ate with Felicia, chatting about the various shops her girlfriend had been to. They cleaned up after themselves and set out for the labs. 

Penny had been in high spirits all through breakfast, but as they rode the elevator down to the laboratory levels she frowned and looked at Felicia, guilt was returning. “I really am sorry I spent so much time away, Cat. I lost track of time.” 

Felicia gave a small crooked smile. “It’s alright, Spider. I never want to come between you and the things you love. I’ll still be here when you are done.” 

Penny wondered if there was an unspoken ‘I have nowhere else to go.’ at the end of that sentence. “You could never come between me and anything, Felicia, because I’ll always be beside you.” 

This was the right thing to say apparently, because Felicia’s eyes widened, her pupils slivered and she pounced forward pushing Penny back against the wall of the elevator and pressing their lips together. Penny grabbed Felicia’s hips, pulling her closer as Felicia cupped Penny’s face. The kiss intensified as Felicia thrust her tongue into Penny’s mouth. Penny started to slide her hands down when the door to the elevator opened. 

“Hey, Pen! Glad you could….whoa!” Tony’s voice broke into the haze of lust currently washing over Penny. She gulped, pulling back from Felicia, who groaned and dropped her head to Penny’s shoulder. 

“Uh. Hey, Mr. Stark.” Penny said, her voice rough. She cleared her throat. “Are we ready to start...uhh..the thing?”

Felicia was chuckling into her collarbone while Tony stared at them. “Really? You couldn’t wait? The elevator ride is only seven seconds long.” He asked. 

Felicia looked up at him, as a smug grin formed on her face. “I can’t ever wait. Penny completely seduced me with her sweet words. I just needed to feel her lips on mine. Sorry if you’re just too much of a prude for us, Mr. Snark.” 

Penny’s face heated up with her embarrassment, but she couldn’t hold back a grin. She stepped into the lab, pulling Felicia with her by the hand. She flashed her mentor an apologetic look as she dragged Felicia towards Shuri, who stood with an amused smirk watching them. 

“Penny, it’s so good to see you again. So this is the infamous Black Cat.” Shuri enthused as she approached the couple. 

Felicia raised one of her perfect eyebrows. “Infamous?” She turned to look at Penny, the question in her eyes apparent. 

“Oh, indeed. Penny was not able to stop gushing about the leather clad bad girl that had caught her interest. All the mentions of that cloud of hair and those amazing ti..” Penny slapped her hand over Shuri’s mouth, her cheeks burning even more. The mirth in Shuri’s eyes was completely uncalled for in Penny’s opinion. 

“Do not let her embarrass you, Penny.” The smooth voice of T’Challa intruded. “She is not one to talk. She once tried to infiltrate the male dormitories to capture a picture of N’Laha in his natural state.” 

Shuri turned a furious glare on her brother. “You promised to never speak of that! My own brother, betraying me!” 

T’Challa chuckled. “It wounds when one unveils secrets entrusted, it would do you well to dwell on this lesson, rather than repeating my mistakes, no?” 

“Oh, stop trying to sound so wise. No one is impressed.” Shuri said, frowning.

Felicia smirked at the princess. “I’m kind of impressed.” She said. Penny laughed at that. 

“Pish. He’s full of hot air, but he cannot help with this next part. I need to calibrate the device and align it with the latest scans from your artificial friend. Come on, Penny! This is history we are making.” Shuri’s enthusiasm was contagious and Penny was definitely ready to start on the long final process of getting Karen’s consciousness ready to merge with the synthetic body Vision had created. 

“Well. As I am of no use here, I shall take Tony up on his offer of trying out his new holographic training arena. It has been too long since this panther flexed his claws.” T’Challa remarked. He headed towards the elevator. Penny noticed Felicia watched him walk away. She seemed conflicted. 

Penny asked Shuri to wait for her for a minute and took Felicia a little way away from where the group of scientists were going over their data. “What’s up, Cat?” 

“Nothing.” Felicia answered. “Just wondering how the Panther’s claws would stack up against mine. Then I remembered that I don’t have mine anymore.” She pouted in a way Penny found distracting. 

“Uhh...I think your claws survived. They’re actually over there.” She gestured to where the Black Cat costume still sat on a nearby lab table. The suit looked as though someone had completely dismantled it. Penny and Felicia moved over to it and noticed that the clawed gloves were missing. “Well they were..” Penny muttered. 

Tony walked over to the girls, smirking. “Looking for something?” 

“Where’s the rest of my suit?” Felicia asked him. Her tone only slightly below angry. 

“No need to puff up your tail, I just needed them for measurements.” He flicked his fingers through the air and a readout appeared. “Yup. The Black Cat Mark Two is ready and waiting.”

Penny looked at him, her eyes narrowed. “What did you do?” 

“Well obviously your original design was lacking a little in durability, so I rebuilt it.” Of course, he didn’t look at all sorry. 

Penny sighed as Felicia’s gaze flickered back and forth between them. “So?” 

“So. I used the Spidergirl Mark Two specs and altered it to fit her and use her color scheme. Of course I had to completely redesign the gloves. Web shooters wouldn’t fit the whole cat vibe.” He answered. 

Felicia looked surprised. “You built me a suit? But I liked the one Penny made me.” 

“It’s identical in everything but material. And I rebuilt your gloves. The retractable claw system was actually so efficient I didn’t have to do anything except reinforce the joints and add some basic nanotech components. I did switch the whole grapple claw thing to a separate system though. Now if you need to bail on a swing, you won’t lose your primary weapon.” The inventor explained. 

Felicia visibly preened as Tony unknowingly praised her design. Then she frowned. “Why? I mean, I’m really grateful, and I’ll totally take it. It’s just confusing that you’d do that for me.” 

“Well, it seems that you and Penny are going to be together and I’m sure as soon as she gets a chance she’ll be out there doing the Spidergirl thing again. So it’s best if her partner has the equipment to keep up. After the run in you two had with Peter Pumpkinhead, I’ll feel a lot better knowing you both are protected as much as I can get you.” He said, rubbing the back of his neck with one hand. 

Penny had a wide smile on her face as she wrapped Tony in a hug. “Thanks again, Tony. It means a lot to me.” 

“Yeah, yeah. No big thing. I like to build.” He waved her off. “Now you go help Shuri and I’ll take the stray to get her new outfit.” 

Felicia smiled and grabbed Penny in a tight embrace. “Have fun with your friends. Don’t stay up too late. And eat something. If I don’t hear from you in ten hours I’ll come with tacos.” 

Penny grinned and kissed her girlfriend without considering their audience. Tony coughed and spun around, stepping away to give them the illusion of privacy. “Nothing to see here. Just, well, look in any other direction.” He said. Penny could feel Felicia grin into the kiss and she let out a muffled meep as her girlfriend deepened the kiss, thrusting with her tongue and dipping Penny backwards. She pulled a slightly unsteady Penny back to her feet with a pleased smirk. 

Penny watched Felicia and Tony as they headed for the elevator before turning to see Shuri staring at her with a very amused smirk on her face. “What?” She asked, sure she was blushing. 

“It was a very nice kiss. I am almost envious. Almost.” Shuri replied, her grin growing. 

“Yeah, yeah. Enough of that. Let’s get to work.” The two girls joined Bruce, Rhodey and Vision as they began the delicate job of aligning Shuri’s device with the strange, chaotic data streams that made up Karen three’s consciousness. 

As always when science was involved, the hours seemed to melt away. Tony had returned at some point, and he and Rhodey spent most of their time bickering like the old friends they were. The work went smoothly, as anything involving Shuri usually did. Even if the younger girl was prone to teasing Penny about her new relationship. 

They were halfway through a series of complicated calculations when a large plate of tacos suddenly slid into Penny’s workspace. She blinked and looked up to see Felicia grinning down at her. Her girlfriend looked as if she had just recently showered, her hair was wet and her face looked freshly scrubbed. She was gorgeous. She allowed Felicia to lead her away, sitting at an empty table nearby where they made short work of the food. 

“Thanks, Cat. I needed that.” Penny said afterwards. 

“I figured. How did you ever survive before me?” Felicia asked with a smile. 

Penny grimaced. “We had a snack fridge?” She said. “Truthfully though, I am so very grateful for you. I can’t believe how you just...I don’t know..take care of me? I mean, what did I ever do to deserve you?” 

Felicia smiled shyly, looking down. “Penny, you do everything you can to make people’s lives better every day. I knew that when you were just Penny Parker, high school student. Knowing what you do as Spidergirl just reinforces it. You deserve everything I can do for you.” She looked back up and glanced around the room to make sure no one was in hearing range. “And once Karen is safely out of our room, I’m going to do so many things to you.” She leaned forward, to whisper into Penny's ear, her warm breath causing shivers to run down Penny’s spine. Shivers that only intensified as she made out Felicia’s voice. “I’m so impatient, Penny. I’ve been imagining what you taste like for so long. The only thing I’m sure of, is that it’s going to take me simply hours to properly touch every single bit of you with my tongue.” She backed away, smiling mischievously when Penny almost involuntarily followed along. They shared a kiss that Felcia broke far too soon. “Go and finish your work, Spider. The sooner you’re done, the sooner we have our fun.” 

Penny dove back into her work with new vigour after that. Shuri was slightly surprised at her new energy. “What was all that about?” She asked, her tone still teasing. 

“Cat just gave me some motivation to finish things a little faster.” Penny answered, half distracted in her work. 

Shuri shook her head. “You know, where I come from, cats eat spiders.” 

“Oh, I certainly hope so.” Penny muttered. Shuri released an astonished laugh.

The rest of the day passed and before she knew it everything they could do had been done. Everything was as ready as it could be for the transfer. Shuri told them that it would take anywhere from eleven to eighteen hours to complete the extremely complicated procedure, and that they would need everyone available to monitor and control the data flow. That meant that Tony, Penny, Rhodey, Bruce, Vision and Shuri herself would need to be awake and aware for that whole period. Thor had arrived and was standing by to, as he put it, ‘bring the thunder’ when it was required. Felicia dragged Penny away for supper and then swept her straight into bed.

Karen was humming to herself quietly when they entered her room. The laptop was playing some old movie Penny didn’t remember downloading. “Hey, guys. Good to see you again. How is the transfer coming?” Her voice was hopeful. 

“Everything’s ready, Karen. First thing tomorrow morning we start. It will take a while, and I’m not sure what you’ll experience while it’s happening, but by this time tomorrow you should be...well...alive.” 

“Oh, Penny. Felicia. I can hardly wait. I am so nervous, and so excited. What if? What if it doesn’t work?” Karen’s voice was timid, much less robust than her usual self. 

“Nothing will go wrong, Karen. Shuri is here. She built the device that will transfer you. Everything is going to work out great. You’ll see.” Penny reassured her digital friend. 

“Yeah. All these overly large brains in one place, there’s no way they can’t pull this off. And the rest of us will be right here rooting for you. Stop worrying about what could go wrong, and start coming up with things you want to do. You know, when you have legs and stuff.” Felicia added. 

“Right. Legs! Oh man. I want to dance! And jump. And run. And umm cartwheel?” Karen started, some of her enthusiasm returning. 

Both girls chuckled at this as they started to get ready for bed, soft glances as they each undressed, down to their panties, as they had once before. “Yeah, legs are great for a lot of things.” Felicia murmured, as she ran her hand up Penny’s bare thigh, hesitating as she reached the elastic of her panties. Penny bit her lip and leaned forward to wrap her own arms around Felicia, sliding them down to barely brush the waistband. 

They started kissing, slowly moving over to the bed and awkwardly making their way under the covers without stopping for even a moment. Their hands caressed and explored every bit of exposed skin, discovering where the other liked being touched and delighting in drawing soft moans and sighs out of each other. Soon they were heaving and squirming against each other. It had been so long since Penny had any release. She could feel it building in her, almost painfully frustrating. She couldn’t stop herself when Felicia slipped her leg between Penny’s. She started to grind against her girlfriend almost instantly. Felicia groaned into her mouth, pulling back to look into her lover’s eyes. She slid closer, finding a position where she could get friction of her own against Penny’s leg. They stared into each other as they continued to move. Their motion got faster and harder as they both sought completion. It wasn’t long before Penny could see the tension building in Felicia, and could feel her muscles begin to flex and twitch. The whimpers her lover was making as she approached her climax were enough to drive Penny to the edge and they both clenched against each other almost simultaneously, gasping out words of devotion and love as waves of pleasure washed over them. 

As they drifted off to sleep, Penny couldn’t hold back the smile she was wearing. This was just the beginning. 

The next morning was hectic. Felicia took the first shower, letting Penny lounge in bed for a bit longer. She finally got up as Felicia flicked her with her wet towel and told her to make it to the kitchen before breakfast got cold. Penny managed to shower and dress quickly, her mind distracted as she remembered how she and Felicia had ended last night. She walked into the kitchen and wrapped her arms around Felicia where she sat at the table, she pressed a kiss to the side of her head. “Morning, love.” She murmured. 

“Morning.” Felicia answered, her eyes shining. “Sleep well?” 

“So good.” Penny returned. 

“Mmm. Me too.” Felicia whispered. A plate of pancakes dropped in front of them with a loud clunk, making them jump.

“Sorry.” A blushing Wanda said. “Was getting a little bleed over there. Good morning, Penny.” 

“Good morning, Wanda. Sorry about that. Hard to hold it in.” Penny said apologetically.

Wanda cleared her throat as she sat down at her own plate. “Actually, it’s not you.” Her eyes flashed to Felicia, who simply smirked as she stared back. Wanda flushed brighter as she grabbed her fork. “You are very loud.” She muttered towards Felicia. 

“Sorry. Well, not really. If I want to remember last night as clearly as I can I’m going to. You shouldn’t be peeking.” She replied, her tone slightly hostile. 

“I am really trying not to, believe me.” Wanda said, she looked up at the pair as Penny started to eat. “I think, maybe, it isn’t easy for you to stop smelling things, is it? It is sort of the same with me. I work on it every day, but when I am stressed it is more difficult to filter out the really strong images. And those are very strong images.” 

Penny felt herself blushing furiously as she tried very hard not to think of the feeling of Felicia’s thigh rubbing against her core, the way the friction built up so wonderfully, the way..

Wanda sighed, dropping her head into her hands. 

Penny cleared her throat. “Sorry.” She said softly. 

“I don’t blame you. I would never want to be the reason either of you felt uncomfortable. I should probably go.” Wanda said. 

“Wait.” Felicia interjected. “Why are you so stressed? Maybe giving us something to think about other than, well, you know, might help us all.” 

“Well, today Viz will discover whether or not he has a child, correct?” Wanda asked. Penny froze. She hadn’t even considered the fact that this whole thing had started as a way for Vision to give Wanda and himself a family. 

“Uhh. I guess. I mean as far as I know the synthezoid isn’t an infant. It’s more like a teenager.” Penny said. 

“Oh?” Wanda said. “I really wasn’t told too much. I try not to pry, and Vision’s mind is hard to hear at the best of times, but everyone except me is working on this. I pick things up.” 

“Wow. You must be a really hard buy at christmas.” Felicia remarked. 

Wanda laughed, her expression lightening some. “I just don’t know what to think. I mean, we talked about lots of things. Yes, I always wondered what it would be like to be a mother, but I wasn’t thinking it would ever be possible for me as long as I was with Vision. I was okay with that. I might be a bit selfish, but I was accustomed to the idea that we would always have only one another.” 

Felicia grinned as she finished the last of her food. “Well at least you get to skip the whole diapers and sleepless nights phase.” 

“Besides, Karen is pretty much her own person right? Who knows if she even wants to be your kid. Or Vision’s. Or anyones really. I mean we are all some kind of crazy communal family already. She'll just be one more member.” Penny added as she started cleaning up. 

“Thanks.” Wanda said. “I think I’ll go find Vision and see how he’s feeling about this.” She left the room, and Felicia and Penny were close behind her. 

Everyone gathered in one of three places. Penny, Shuri and Bruce were in one lab, they were running the neuro transfer device and its power concerns. Tony, Vision, Rhodey and Thor were in the room containing the cradle, watching the readouts and running things on that end. The rest of the Avengers in the tower were waiting in a nearby room. T’Challa, Felicia, Wanda, Steve and Bucky were there to provide support and do snack runs. Friday was everywhere of course. Clint was home on leave, and Natasha was somewhere in the tower. 

“Alright, people. This is not a drill, everyone make sure you are ready. Once the transfer begins we will be stuck here until it’s done.” Tony’s voice echoed across the labs. “Shuri, on your mark.” 

Shuri acknowledged and a few minutes later they started. It was tedious and repetitive work and the minutes stretched out. Things were going as smoothly as could be expected with constant need to adjust everything involved. Even Vision seemed stressed. Of course as soon as they started no one could hear from Karen at all. They could only hope that she was intact. 

Four hours into the procedure the alarm went off. Tony muted it immediately. Penny tried to overhear what was going on while never looking up from her work. She, Shuri and Bruce had the most intricate part of the transfer. As far as she could see the alarm wasn’t related to anything they were doing. Several minutes later the door to the lab opened and Felicia slipped in. 

She was wearing her Black Cat suit. 

“Don’t stop working.” Was the first thing she said. “Some people, or robots or something are trying to break into a prison. I don’t have all the details but the Avengers are being called in. Steve is responding with everyone not involved in the transfer. Since they’re so short handed T’Challa and I will be helping out. So, yeah. No worries. Keep up the good work.” She slipped up to Penny and gave her a quick kiss on the cheek. 

Then she was gone. Off to fight. Without Penny. And all she could do was concentrate as hard as she could on ignoring that.


	19. Chapter 19

The trio of men ran down an alley a few blocks away from Rykers Island prison. From her vantage point atop the prison’s factory Felicia watched the escapees make their way towards the northern edge of the island toward the docks. They must have had some half-baked plan of stealing a boat or something. The majority of the prisoners that had streamed out of the massive breach in the maximum security wing’s wall had headed south, towards the bridge connecting the island with the mainland. Wanda had met them there with her red walls and terrifying power. Natasha was backing her up, while Steve and Bucky dealt with the breach itself. Felicia had followed T’Challa in rounding up the less predictable fugitives. 

“Alright, Kay, any further targets after these idiots?” She asked quietly. 

“Nope. This should be the last group of stragglers. Good thing too. The Captain and his boytoy are having a bit of trouble with the battlebots.” Kay replied. After the whole Karen one two three thing, Felicia had asked her personal AI if she would mind a rename. Kay had seemed open to it and so Felicia had shortened her name to a simple Kay. “Eyes up, Cat. Your counterpart is making his move.”

A shadow swept across the far end of the alley and the Black Panther dropped in front of the fleeing criminals. They skidded to a halt and gave amazed exclamations. 

“Fuck! What the fuck are you?” The leader of the trio exclaimed. 

Felicia grinned to herself as she dropped the four stories to ground level silently. She leaned nonchalantly against one wall, for all appearances completely relaxed.

“You would do well to turn around and return to your cells peacefully. I won’t ask twice.” T’Challa said, his voice low and dangerous. One of the men turned to assess their chances of escaping back the way they came, and saw Felicia. He startled. 

“Holy shit! There’s another one.” He yelped. He was a heavy set man and sweat was rolling off his forehead from the exertion of running. The leader of the trio had a slight build and he had picked up a guard’s baton somewhere. The third member was the most dangerous in appearance, sporting some impressive muscles and a dangerous glint in his eye. Anyone else might have marked him as the most dangerous of the three. Thanks to Kay though, Felicia knew that the skinny man, last name Kasady, was a mass murderer. He left his victims carved up and most of them had died of blood loss. A real monster. The bigger man had been arrested for planting a bomb in Grand Central Station. If Penny hadn’t stopped him, he would have been responsible for hundreds, even thousands of deaths. The big man was merely an enforcer for some mob boss. 

Kasady looked back at Felicia, so she stepped away from the wall. She moved to the center of the alley, keeping her feet evenly spaced. The madman sneered. “You two take the guy. I think I’ll play with this little kitty myself.” He turned and moved towards Felicia, snapping the baton to it’s full length. 

“Oh, baby.” Felicia whispered. She flexed her hands and her claws popped out, shining in the mid morning sunlight. “I hope you like it rough.” 

Something in her tone may have warned the murderer that all was not as it seemed, because he was very cautious in his approach. Felicia grinned as she saw T’Challa toying with the other two. She could tell he was keeping an eye on her as he dodged and parried everything the two men could throw at him. 

Kasady lunged forward, faster than she would have expected. Not nearly fast enough though. He swiped at her with the baton while using all his momentum to try to finish the fight quickly. Felicia almost felt like yawning as she calmly stepped out of his way, flicking one wrist slightly. There was a clatter as the baton hit the ground in several pieces, having been sliced through cleanly. There had been no resistance at all. 

“Oopsy. You seemed to have lost some length. Happens as you get older.” She teased. Kasady looked at the handle of the baton that was the only thing left in his hand. He growled and raced at Felicia again. She sighed, rolling her eyes. Her claws on the left hand retracted and she sidestepped, extending her foot slightly. Kasady tripped and she pushed him along with a well placed slap. He slammed to the ground with a crunch. He groaned and rolled over, covering his broken nose with his hands. 

“Fucking bitch! I’ll carve you to pieces for that.” He growled out between bloody teeth. 

“Of course you will, baby. Hey. I know. Let’s play shut the fuck up.” She said in a playful tone. She moved fluidly over and her toes connected with his forehead. Lightly for her. The back of his skull connected with the street and his eyes rolled up into his head as consciousness fled. 

T’Challa reached out and grabbed the two men who were trying to land even the simplest punch on the powerful man. He wasn’t quite as strong as Felicia or her Spider, but still far stronger than either of those clowns. He caught a handful of the back of each man’s shirt and slammed their heads together with enough force to leave them both groaning and limp in his grasp. 

“Well that was...disappointing.” He said. 

“Yeah. Way too easy. Last ones though. Which means we can go help the boys clean up the fun stuff.” Felicia said, grinning. 

She could hear T’Challa’s grin as he said. “Indeed. I’ll make sure these men won’t cause any more trouble. Then we shall race.” He pulled something out of, well, nowhere. That suit left very little to the imagination so where was he hiding handcuffs? He tossed the three small black orbs that rapidly expanded into sets of manacles that hogtied the men. Leaving them there, the two cat themed heroes took off, running, jumping and climbing across the streets and buildings as they raced towards where Steve and Bucky were pinned down by multiple metal assailants firing blue bolts of energy at them in a parking area. The men had apparently lured the foes there, probably to keep the prison staff safe. Felicia hoped everyone had good insurance.

Of the several robots that were assaulting the prison, no two were the same. Parts and pieces of many different styles were roughly grafted to each other to form grotesque shapes. One had four legs and a single turret emerging from where a head should be, another hovered on flickering orange jets while it’s two tentacular limbs whipped through the air. The smallest was the size of a child, the largest towered over two stories. It was as if the twisted contents of a modern Doctor Frankenstein’s dark imagination had been unleashed. The weapons they wielded had familiar effects. Whether the blue glow of Chitauri blasters or the more precise reddish bolts of Dark Elf energy staffs. 

Someone had been playing with things better left alone. 

Felicia hurled herself from her latest perch, colliding with one of the flying bots that was raining red bolts down on the area where Steve and Bucky had momentarily taken shelter behind a cargo van. The bolts blasted holes through the metal of the van before the offending weapon was shredded by the Black Cat’s vibranium claws. One of her hands was lodged in the bot’s head and the lights on it flickered and went out. It plummeted to the ground, Felicia gracefully flipped herself off to land on the hood of a nearby sports car as her target slammed to the ground in a dead heap. 

The sudden lack of covering fire allowed Steve to step out from behind the van and he hurled his shield. The flashing metal bounced off the largest of the mechanical enemies and it stumbled slightly, only to have T’Challa come up behind it, his own claws ripping the thing’s leg apart. As it started to lean it turned it’s glowing blue eyes towards the Wakandan king, but before it could fire it’s lethal energy beams several explosive bullets obliterated it’s head. T'Challa leapt away from the collapsing robot, landing stealthily next to the car Felicia was lounging on. The last of the robots turned to target the two black clad heroes, only to have a third similarly dark figure come shattering through a nearby window. The Black Widow landed on the thing’s back and jammed one of her batons into either side of it’s torso. The robot lit up with electricity and stumbled down to the ground. 

The heroes stood there in silence for a few seconds, taking in the carnage caused by the robotic assault force. As Steve called for a status report from Wanda, a sound as if from a small jet engine was heard coming from the breach in the prison walls. Seconds later a winged figure burst from the prison. The wings were massive. Far bigger than Sam’s wingset. The man wearing them had a full head mask on, the pinpricks of green light and the massive industrial style claws on his feet identified him. The Vulture was free again. 

He burst into the sky. Bucky fired several rounds after him but he jerked and weaved, avoiding the bullets. Steve rushed to grab his shield, but chances of hitting the fast moving man were low. Felicia bounded from the vehicle she had been crouching on, boosted herself from the rooftop of the nearest building and leapt with all her strength towards the fleeing villain. She barely managed to swipe a single line down the right wing, but it was enough to cause the turbine to start to shudder and spark. She started to fall back to earth, trying to twist to look for a good landing when he senses started screaming at her to move. She tried desperately to twist away from the danger, but before she could do so something slammed into her back. Strong arms wrapped around her from behind and she was twisted. Away from the danger. An explosion rocked the air but none of the deadly force touched her at all. T’Challa had protected her with his own body. As they came to a more or less graceful landing, he stepped away from her. His suit seemed to be glowing with a purple light. She looked up at where the explosion had occurred, to see the flaming orange pumpkin head of Jack O’Lantern. He was rocketing away from the prison at full speed. Once again he had failed to capture his prize. 

The Vulture sped away towards the city in the distance, a plume of smoke from the damaged wing easy to follow. As he passed the last barrier over the water a great red light surrounded him, stopping him cold. His wings started to overload as he pushed with everything they had. Felicia watched in fascination as both wings crumpled beneath the irresistible might of Wanda’s power. Wanda herself calmly walked over to where the others were, dropping the now earthbound Vulture onto the concrete in front of them. He reached into his coat, possibly for some kind of weapon, but Steve stepped forward and grabbed his arm. 

“Sorry. No more fighting today.” He pulled a pistol from the man’s hand and passed it to Bucky, who had it disassembled in seconds, tossing the pieces to the ground. Several guards arrived to take the man into custody once more. 

“Well that was fun.” Bucky said, a happy grin on his face. 

Felicia grinned back, one hand set on T’Challa’s shoulder. “I really missed this.” She said. “Well maybe not the murder bots. That’s new to me. But the adrenaline and action. Doing things no one else can do.” 

Steve cocked an eyebrow, barely noticeable beneath his helmet. “And helping people. That’s what our real job is.” 

Felicia stood up straight and gave a mocking salute. “Of course.” 

T’Challa chuckled. “It does not have to be exclusive. Having fun and helping those who need it. Nothing is quite as satisfying.” 

Felicia leaned back against a nearby vehicle. “True. Thanks for the save by the way, Big Cat. I wasn’t expecting that asshole to show up.” 

“It was my pleasure, Ikati Encinci.” T’Challa answered. “Perhaps you would be willing to fill me in on our mystery guest?” 

“Jack O’Lantern. That’s the name he goes by these days. Has a real hate on for me and my Spider. Seems to think my blood is some super secret formula to keep him from melting into a puddle of gel. I am obviously unwilling to help him prove his theory. Also I really want to kill him.” Felicia answered. Her voice was flat despite the small thrill she got from T’Challa calling her by the nickname he had given her the day before. Training with him had been incredible, and he had seemed to be truly impressed with her abilities. 

Steve sighed. Felicia merely smirked at him. “I said I wanted to, not that I would. Wish we had grabbed him instead of the other one though.” 

Wanda smiled at her. “Well I was only following orders.” 

“Whose orders?” Steve asked.

“Mine.” Natasha said, as she stepped out of the shadows. “I saw the chance to get a tracker on him so I took it. I figured we should find out where he was working from after his last lair was busted.” 

Felicia gave a grim smile. “I like it. I would like a chance to pay him back for what he did to my Spider.”

“We’re not in the business of revenge, Felicia.” Steve said, his voice stern. 

“Oh? Does that mean I’m an Avenger now?” She asked playfully. 

Bucky joined the group, having returned from talking to the guards. He had a hard, closed expression on his face. Which could mean just about anything with how he usually showed emotion while on the job. 

Wanda frowned. “You have bad news?” 

Bucky nodded. “Turns out the guy with the wings, wasn’t actually the guy with the wings.” 

Felicia gave him a blank look. “Thanks. It’s all clear now.”

Natasha smirked a little at that. “The original man who operated that flying get up was Adrian Toomes. He wasn’t wearing it today. Apparently some small time hood was trained and paid to fly out of here using Toomes’ rig. Toomes made his escape during the confusion, as did his cellmate, one Mac Gargan.”

“How is that possible?” T’Challa inquired. “We had the entire island under surveillance.” 

Natasha shook her head. “No idea. Someone would have to be pretty tech savvy to fool Tony’s tracker drones. I’m going to head inside and see what kind of details I can get out of their cell.” Bucky made his intention to accompany Natasha clear. 

“Hey, I assume there’s some kind of sewer access to this place? I might be able to find out if they left that way. Edward’s place is pretty close to here. His children would know if anything weird took place down there.” Felicia added. 

Steve nodded. “Couldn’t hurt. I’ll take Wanda and head back to the tower and fill everyone else in. I’m going to call Sam and Clint in as well. We might need everyone on board for this.” 

“Then, seeing as we are pairing off, I shall accompany Ikati Encinci to find her friend.” T’Challa said. 

The three pairs of heroes went their separate ways. Kay kept an ear on the comms and Felicia and T’Challa made their way over to the parking lot. 

“Damn. I should have asked for a ride. That’s a really long bridge.” Felicia griped. 

T’Challa chuckled lightly. “No need. We have our own.” As he spoke a sleek Wakandan Royal Talon Fighter appeared with a rippling effect as the camouflage tech that hid it dropped. “I never leave home without one.” 

A ramp lowered to the ground and Felicia was surprised to see a tall woman in an elaborate orange uniform. Her head was shaved and tattooed. 

“You are not allowed to leave home without one. Your Majesty.” The woman said, her tone somehow both respectful and taunting at the same time. Felicia liked her immediately. 

“Ahh, Okoye. Always making sure my ego does not grow too large. I must find a good way to thank you. This is Felicia, also known as the Black Cat. I am fond of her. Please try not to frighten her too much. Felicia, this is Okoye, my general of the Dora Milaje, and also a good friend. No matter what she may say to the contrary.” T’Challa stated, true affection coloring his voice. As soon as the ramp closed his facemask melted back into his costume. Okoye took the pilots seat and Felicia gave her the directions. The flight was so smooth and fast that she barely had time to register that they had moved before they were at their destination. 

Felicia and T’Challa made a quick visit to Edward in the sewers to discover that just before the breakout some kind of gas had been set off in the tunnels that ran under the prison. The gas wasn’t deadly, but it did keep his children from approaching. Felicia introduced the shy former scientist to the king of Wakanda, taking a strange pleasure in how polite the head of state was to her sewer-bound friend. Edward made as close to conversation as he could, mostly happy to see her and to meet more people who truly appreciated his Cat. Leaving Edward’s lair they headed back to the jet while Felicia had Kay filled the others in. Natasha and Bucky had discovered a neatly cut hole in the floor of Toomes’ cell. It added up to a quiet subterranean escape while Macendale had staged his robotic assault on the prison. The decoy Vulture kept anyone from checking on Toomes and his cellmate. A fairly clever operation all together. The fact that they had used some agent to chase away all the rats in the area was somewhat disturbing. It meant that they at least suspected that the rats were in some way being used to keep an eye on things. The decision was made for them to meet the rest of the group back at the tower. 

\--------------------------------------

Jason Macendale hobbled his way down the darkened hall. The metal walls gave off a dim orange glow making it difficult to see anything clearly. His own eyes were growing steadily less useful and he relied on the input from his helmet now. The flickering of the cold fire that surrounded his grinning face reflected from the featureless steel. He palmed open a huge monstrosity of a door, his optics adjusting to the sudden burst of light. How he hated bright light. Darkness and the cover of night, now those he could appreciate. He dragged his almost useless left leg behind him, the feeling of strips of rotted flesh dripping into his boot just as disconcerting as ever. The enhanced healing factor he had gained from the small sample of the spider brat’s blood was the only thing keeping him going. He needed that cat bitch, and he needed her fast. His plans were fully in motion now, the only drawback being that he had to reach out for help. He hated being reliant on other people. 

The room he had entered was brightly lit and filled with screens and advanced looking machines, most of which were pieced together haphazardly. The man responsible stood in the lowered central area. Phineas Mason, known in the business as The Tinkerer. He was a portly man in blue overalls and a beanie, busy making last minute adjustments to the tube like construction that was the centerpiece of today’s work. It was the final culmination of several projects. Across the room in a raised control area sat two men in shadow. 

The door behind Macendale opened and he watched Adrian Toomes guide his former cellmate into the room. “Nothing to worry about, Mac. Phineas is a fucking genius. And hey, if we pull this off we get full pardons. Nothing to lose right?” 

Mac Gargan shook his head, still wondering how he got pulled into this madness. Mason looked up at the men entering. “Oh good, you’re here.” He rushed up the small stairway to grasp Adrian by the arms. “It worked then? Oh man, it’s good to see you, boss. I told you I’d get you out of that hellhole.” 

Toomes grinned, slapping his friend on the back. “You did, you did. I just never expected a pardon to be on the table.” 

“Enough of this drivel.” The cold voice of one of the shadowy figures echoed from above. “Let’s get on with this.” 

Mason grimaced but nodded towards the figure. “Right away, sir. Everything is ready, so if the subject would come with me.” 

Gargan scowled. “I ain’t no one's subject, Porky, remember that.” He shoved Mason aside and walked towards the glass tube. A table next to it held a very odd looking suit. The deep, metallic green color and the large prosthetic that extended from the back of the outfit marked it as something special. In a glass cage nearby a glittering scorpion crawled over an artificial landscape. 

Mason hurried with the work of getting Gargan into the suit. It hung on the man, as though it had been tailored for someone far larger. The prosthetic tail had to be carried, and by someone much stronger than the scientist. Macendale growled, but took up the heavy appendage easily, connecting it to the bracket waiting for it inside the currently open glass tube. Gargan followed, grumbling about the fit. 

Macendale stepped back and grinned to himself. He knew exactly what the small time crook was about to go through. Toomes was leaning against the wall, shooting glances at the shadowy pair in the control area. A small glowing point marked the cigar that the still silent man held. His companion leaned over the control board as the glass tube was finally sealed. 

Mason took up the scorpion’s case and connected it to a small black machine on the bottom of the glass tube. Gargan struggled with the eyeholes of his outfit. “Geez, why’d you make it so big? Can’t see shit in this thing.” 

“Don’t worry, Mr. Gargan. Once the treatment is complete, it will fit just right.” Mason said, still running back and forth setting up machines. 

“Whatever. Hey, is this going to hurt?” Gargan asked. 

Mason connected the last wire and looked up at the man , now completely encapsulated. “Oh yes. Very much.” He said. He pulled a switch. The area between the two layers of glass had all the air sucked out of it. The resulting vacuum blocked out any response Gargan may have made. He was pulling at the coils now, banging his hands against the glass. 

“We are ready, Mr. Osborne.” The nervous scientist said. The figure on the platform above chuckled darkly. 

“Stand back, Mr. Mason. I am about to power up the generator.” As Mason climbed back up to stand with Toomes and Macendale, the entire lab dimmed. A whirring sound emanated from the base of the tube. 

“That’s the radiation.” Mason remarked. Macendale watched him closely. Being able to see in all directions at once was always useful. “In a minute the treated scorpion will be liquefied and injected into the subject. If everything works right he will change. The suit will contain it and we have our first successful intentional recipient of the process. After this it will be simple to replicate the process as many times as we need.”

“Sure, Phin. Sounds like an awesome little science project. How about my suit though? Jack said you used my old one for bait. That seems to imply there’s a new one?” Toomes asked. 

“Oh yes. Of course. I built it months ago. Much faster and more durable than your old one. I even had some weaponry installed so if any of the flying heroes interfere you won’t be quite so helpless.” Mason nearly gushed. He was an annoying little man, but very useful. It was too bad that his treatment wouldn’t work on Macendale. He was too far gone. The only thing that could save him now was the blood of a certain young woman. And this meant he would get it. Osborne had promised. 

Gargan was frothing at the mouth now, his fury easily read through the glass. A large syringe extended from the wall of the tube and he was impaled on the twelve inch long needle. His fury changed to obvious pain. His body contorted and twisted, held up mostly by the artificial tail now. The tube began to glow brightly and Mason pulled the shielded eyepiece over his face. Toomes nonchalantly pulled out a set of dark aviators and pulled them on. 

The light illuminated the face of Norman Osborne where he sat watching the process in glee. His life’s work had finally been realized, and with it his freedom. “Impressive enough for you General?” He asked, his voice excited. 

General Thaddeus Ross grunted as he pulled on his cigar. “The treatment is quick, I’ll give you that. What I need are results. After the test run we’ll discuss the terms of your pardon. If this works, you’ll put the business of keeping the world safe back where it belongs. In the hands of the U.S. government.” 

“And what would count as a successful test run, General?” Norman asked as the lights began to dim once again. 

“Oh, I don’t know. Let’s see your boy take out an Avenger. If he can do that, well then a hundred of him could win us the world.” The gruff man sat forward in his chair as the figure in the tube stood up to his full height. Almost a full foot taller than he had been, his body bulged with muscle. With a twitch of his spine, the man disconnected the tail from it’s bracket and it waved behind him as though it was, in fact, a part of his body. 

The air rushed back in to fill the vacuum and Osborne spoke into his microphone. “Mr. Gargan, how does it feel?” 

“I feel…...fucking amazing!” The green clad man stated. His voice had changed as much as his body, it was full of venom and hate. He reached forward, smashing his glass prison to shards. “And from now on, call me Scorpion!”


	20. Chapter 20

**Notes for the Chapter:**

> I had plot planned for this chapter. It did not happen. The girls had enough of being interrupted, so if reading about sex between two girls isn't your thing just skip this one. Plot will return next week. Thanks for reading.

Penny concentrated on the small, close set text as it flew across the space in front of her. The code washed over her to the point that she almost didn’t comprehend it, however any slight variation in what was expected leapt out at her like it was colored in red. Hours had passed, blurry and vague. The work had completely consumed her. She had almost forgotten that Shuri and Bruce were right beside her. When the lines of text stopped, Penny actually felt dizzy. It had been so long that they had been running left to right that it now seemed as if everything else was shifting to the left. She shook it off and looked up. 

“It’s done?” She asked, half a question, half a statement. “Shuri?”

“It is done.” Shuri answered. “Now we wait.” 

Strong hands closed on Penny’s tense shoulders, they kneaded and rubbed at the sore spots. She glanced back, and met Felicia’s proud gaze. Her girlfriend leaned down to press her lips to the side of Penny’s head. Penny smiled and relaxed back into the welcome pressure of Felicia’s hands. Felicia worked the knots out of her neck and shoulders as they sat there, waiting. 

Bruce looked up from his monitor, he pulled his glasses off and wiped the sweat off his brow. He looked over at the three girls. His face split into a wide grin. “We have full assimilation! The merge is complete.” 

Shuri and Penny whooped. All their work had paid off. 

“How long until she wakes up?” Felicia asked, her voice curious as she continued to work the muscles of Penny’s back. Penny tried to hold back a moan but was entirely unsuccessful. 

“Tony? How’s the cradle looking?” Bruce inquired through the comlink. 

“A few yellow lights but everything is stable. Vision is talking to it right now. Not really sure how that works, but we’ll go with it. Waiting for him to stop meditating or whatever he’s doing. Will keep you posted. Your parts done though, get some rest. Yes, Penny, I mean you.” Tony replied. 

Penny started to protest. She had done all this work, she deserved to be here for the results. Felicia’s soft hand slid across to cover her mouth, she leaned down, her breath warm against Penny’s ear. “Shh. You did it, baby.” Her voice was low and breathy, filled with tension. “We have our very own room, with our very own privacy. And our very own bed. We could be in that bed right now. Without anything between us. Without any reason to hold back, to be quiet, to stop. Wouldn’t it be amazing? Come to bed with me, Spider. I’ll make it so very worth it.” 

Penny shivered, her body responding eagerly to the softly whispered words of her lover. The images that flooded her mind wiped out any thought of the project or Karen. Or anything but the feel of Felicia’s warm breath sliding across her ear, filling it with those seductive words in that irresistible tone. 

“Oh. Oh...ummm...yeah.” She lunged to her feet, almost knocking Felicia down in her haste. Felicia stepped back, chuckling softly. “I am really tired. So I am going to go...ummm...sleep. Yeah, sleep. You should probably not wake me up for, like, a lot of hours.” She made her way to the elevator, not even looking to see if Shuri or Bruce were buying her completely unconvincing act. She had grabbed Felicia by the hand and was pulling her along, not that Felicia was resisting at all. In fact she moved right up behind Penny and slid her other hand around her waist. Placing the flat of her hand against Penny’s belly. 

“So many hours.” Felicia growled. “If anyone interrupts us, I will be very unhappy.” 

Penny felt herself blushing furiously. “Interrupts our sleep. Sleeping is what we’re doing.” 

“Of course.” Shuri called out towards the closing elevator. “Enjoy your sleep, girls. And please shower when you’re done. Sleeping.” Her laughter was cut off by the closing doors. 

Penny turned to Felicia as the elevator started to rise. She reached out and pulled the other girl into a passionate kiss. Felicia slid her hands down Penny’s sides and dragged her nails across Penny’s jeans. Penny shivered with delight. The kiss was getting heated when Felicia abruptly pulled away. Penny whined at the sudden lack of warm lips. 

“Penny. Penny.” Felicia was breathing very hard now, her face flushed with desire. “I need to ask you, because I won’t be able to stop, so I need to know. Do you want this? And not just ever, but do you want this now? Because I want this, I want it now, but I won’t if you don’t want to.” 

Penny reached out and pulled Felicia back to her. “Oh, my love. I want to. I really want to. I am so ready.” She pulled her girlfriend closer and mashed their lips together. It became apparent that what Penny had said was exactly what Felicia needed to hear. Her hands began to roam Penny’s body even before the elevator stopped. Once the door opened, Penny spun about and took off down the hall towards their room. Felicia was hot on her heels and they barely managed to stop before they slammed into the door. Penny giggled as they resumed kissing and she fumbled behind her for the doorknob. The door burst open behind her and her legs left the ground as Felicia lifted her with her hands under Penny’s ass. Penny wrapped her legs around Felicia’s waist as the white haired girl carried her hurriedly towards the bed, slamming the door behind her with one foot. 

“Friday. Lock it and shut yourself away from here. No interruptions until we finish some quality girl time.” Felicia growled out between kisses. 

Penny yelped as Felicia threw her into the middle of the bed, which creaked alarmingly in protest. Before she could move to get up though, Felicia slipped onto the bed and crawled sensuously up Penny’s body. She straddled Penny’s waist while leaning down to whisper in her ear. “I’ve been so patient, haven’t I? I waited so long for this. Let me play.” Penny gasped, unable to find her breath to answer. Excited beyond anything she had yet experienced, the anticipation had her throbbing. She managed a weak nod, her eyes never leaving the smoldering glare that Felicia was sending her. 

Felicia ran her hands through Penny’s hair, sliding her fingers through the short length and scraping her nails lightly across Penny’s scalp. Penny hissed, biting her lip. The fingers ran down to her neck, sliding across her skin, pausing to stroke her pulse point. The fingers were just the scouts. The true assault began as Felicia brought her mouth down on Penny’s throat. Kissing, licking, sucking and nipping the sensitive skin. She lavished her attention on one side and then the other. She took her time, tasting each inch of skin as she discovered how best to get Penny to sigh, moan and writhe beneath her. Her hands continued down from Penny’s neck where they began to encounter the annoyance of clothing. Without pausing Felicia ripped the offending barrier away, tossing the resultant scraps to the side. 

Penny went between watching Felicia as she explored and pushing her head back into the pillow, letting her eyes drift shut. She was floating on a wave of want, she had stopped holding back and the waves of lust were rapidly claiming the last bits of her control. As Felicia tore her bra out of the way and began to explore her breasts, Penny had a fleeting thought about how many clothes they went through like this. The feel of her lover’s tongue sliding across the sensitive skin washed all coherent thought away. She felt the scouting fingers find the waistband of her pants. She sucked a breath in when the cloth was torn carefully away. Felicia slid herself down Penny’s trembling body, she tore the pants away in strips until there was almost nothing left. She lifted Penny’s legs to get the remnants of fabric out of the way while sliding her lips across Penny’s taut stomach. Penny gasped at the chill as the cool air washed over the damp lines her lover’s tongue left behind. 

When Felicia slid her hands across the thin fabric of Penny’s panties, they both held their breath. The fabric snapped with almost no effort. Felicia pulled the small piece of dampened cloth away and threw it to the side. Penny pushed herself up to look down at the beautiful woman she had chosen as her own. Felicia returned her gaze with a heated look, her pupils so narrowed that Penny wondered how she was seeing anything. Maybe she wasn’t. Felicia kept their eyes locked as she slid her questing fingers down Penny’s stomach and slowly traced her fingers through the small tuft of soft hair that crowned her goal. Her hand didn’t stop. Penny’s eyes closed involuntarily at the first contact between Felicia’s soft (oh, so soft) fingers and her sensitive flesh. 

Felicia’s fingers were touching her where only she had touched herself before. The fingers were everything. She dropped her head back and let go of all her control, letting out sounds she never knew she could make. It was so different than touching herself. She sucked in deep breaths, whimpering with each one. She kept trying to buck her hips as the fingers found her most reactive spots, but Felicia held her down with little effort. Then Felicia’s fingers were on her. And then Felicia’s fingers were in her. And then she lost thought at all. Waves began to build within her, she couldn’t hold anything back. She was making noises, but had no idea what they were. Felicia carried her up in long swells of building pleasure, stopping just before the crash and then slowly, carefully, keeping her there for what seemed like an agonizing eternity. She vaguely heard someone pleading and realized it was her. 

She had forgotten that the fingers were the scouts. Felicia’s lips touched her and everything exploded. She reached out, desperately grasping for something to ground her. Her hands clutched the headboard, the wood cracking and breaking. She barely noticed. She gripped the mattress, but it tore away like cotton candy. She kept searching, grabbing, her back arching as Felicia continued to work her through another crashing wave of pleasure. Her world was dissolving into darkness filled with explosions of white. 

Once awareness returned, she slumped against the bed and slowly opened her eyes. Felicia was perched on her side, looking down at Penny with a very smug grin. Her brilliant green eyes held so many things that Penny could read. Love, satisfaction, awe.

“You are so beautiful, my Spider. I am going to make you so happy.” Her voice was a rough whisper, Penny could hear the other girl’s arousal. Still feeling somewhat boneless, she pushed herself up, grabbing Felicia’s head and pulling her into a heated kiss. The taste of herself on her lover’s lips made her whimper. Felicia whined into the kiss, and Penny could feel her hips quivering as they strained towards some kind of contact, some friction. 

Penny pushed Felicia down onto the mattress, part of her distractedly noticing the large hole she had dug with her desperate grasping. She ignored it. Nothing existed except Felicia. She was going to make sure her lover felt as good as she had made Penny feel, though she wasn’t as patient. She set her hands against Felicia’s chest, pressing the firm globes hidden beneath the layers of fabric. Felicia gasped, her head tilting back. Penny concentrated for a moment, a thing she rarely had to do, as she felt the grip in her fingers sink deeper, through the thin fabric of the shirt until it was grasping the material of Felicia’s bra. With a slight movement she pulled the fabric apart, shattering the weave of the threads, reducing the shirt and bra beneath it into scraps of fabric. She let them fall to the side as she immediately brought her hands and mouth to the prizes that had been revealed. 

As she distracted Felicia with a hand and her mouth, her other hand slid down to the waistband of her pants. Trying to be stealthy, she redoubled her efforts on Felicia’s breasts, squeezing, pinching, licking and finally wrapping her lips around one of the almost painfully hard nipples, pulling it into her mouth and stroking the tip with her tongue. Felicia responded with a gasp and the room resounded with a loud crack as she wildly grabbed the headboard with both her hands. Penny grinned as she deftly slid her hand along the seam of Felicia’s jeans. Slowly, she used the grip of her fingertips to separate the material with almost no noticeable movement. Once she had enough seams weakened, she pressed her palm flat against the fabric, once more letting her grip sink deeper, right through to the damp fabric enshrouding her ultimate goal. Stopping there, she squeezed lightly, eliciting a small mewling sound from her writhing lover. 

“Uhn,st...stop...stop teasing...me.” Felicia managed to exhale between gasps. Penny’s only answer was to switch her mouth to Felicia’s other nipple, lightly nipping it as Felicia had done to her earlier. It worked wonderfully, causing her lover to gasp and arch her back. Penny lifted her eyes to meet the blinking gaze Felicia shot her. With a grin, Penny pulled. The entire front of Felicia’s jeans tore free, her panties following. Felicia sucked in a breath at the sudden exposure, biting her lip and shifting her grip on the headboard. There was another crack, which both girls ignored. Penny’s hand wasted no more time, sliding through the soft white cloud to the slick surface hidden below. She used her sensitive sense of touch to explore, rubbing and touching every surface. She grinned in anticipation as she boldly slipped her finger into her lover. She watched, completely absorbed as Felicia bucked and moaned. 

“Fuck, Penny. Fuck! Yes, please, just like that...so close. Fuck.” Penny was amazed at the power she could wield with just a few fingers. She added more pressure to the digits stroking her girlfriend’s depths and revelled in Felicia’s reactions. She could feel by the tenseness of her folds when Felicia was cresting, and she carried her through and over, avidly watching the expressions on her lover’s face. She felt a deep satisfaction when Felicia screamed and her entire arm plunged through the mattress to grab at the stronger metal of the frame below. She arched her back and her breathing stuttered, stopping all together as she clenched. She bucked one last time and gasped out something resembling a growl. Slowly, she slumped back, her chest heaving with effort, sweat beading down her forehead and sliding between her breasts. 

Penny pulled herself up next to the panting girl and watched as she slowly regained her senses. As Felicia’s eyes flickered open, Penny mischievously waited for them to focus on her before slipping her still wet fingers into her mouth and licking them clean. Felicia's eyes widened and she lunged towards Penny. Her arm came free from the mattress with a loud rip while wood, foam, and springs exploded from around her to fill the air with debris. The girls stared at each other wide eyed as the bed loudly gave one last groaning complaint before it collapsed with a bang. Penny and Felicia were thrown together in a heap. They gripped each other, laughing. 

“Well.” Penny said, still weak legged and panting. “What do we do now?” 

Felicia smiled fondly at her before her eyes widened. “Oooh! I know. Get all the blankets ready and I’ll be back.” She grabbed a t-shirt from Penny’s drawers and slipped it over her head. She slipped out of the door stealthily, and Penny had a moment of distraction as she worried about someone seeing her girlfriend wearing only a t-shirt. It wasn’t even a very long one. That was hers to see. She grumbled about it as she went about pulling all the blankets away from the bed, tossing two aside as they were completely ripped. When had that happened? Before she could get too worked up Felicia was back, her arms full of...towels? 

“I have dreamt of building a nest around you since the first time I felt how soft these were. Come on.” She started to pile the soft towels up and Penny rushed to help her. They grabbed all the blankets in the room and finished it off with the single remaining pillow. Felicia discarded the t-shirt in the conventional way and the two girls climbed into their little nest on the floor of Penny’s room. As they moved around trying to get comfortable, they looked over at the remains of the poor bed. It was broken in two pieces and the headboard hung limply from a few splinters. There were coils scattered around the floor and the bottom of the mattress had been crushed by the force of their feet digging into the surface as they sought leverage. 

“Wow.” Penny said as she slid her hands around Felicia’s back to start sliding them across her still fluttering stomach. “We really did a number on it.” 

Felicia giggled and shifted around to face her girlfriend. “Yup.” She pulled Penny into a deep kiss. “I love you.” She said softly, her voice serious and full of meaning. “That was the most amazing thing I have ever been a part of. I just want you to know that I am so happy right now.” 

Penny kissed her back and nuzzled her neck. “I love you too. Felicia, I didn’t even know I could want someone like I want you. I need you like I need air, like I need food.” She looked into those amazing green eyes. “I need you more than I need science.” Her tone was so serious, but still Felicia let out a small squeak as she tried not to laugh. “What? I’m serious.” Penny frowned. 

“I know.” Felicia answered, “I’m not trying to laugh at you. It’s just, I never thought I would be important to anyone. Let alone be so high on your list. This is all like a dream come true.” She reached over to intercept Penny’s hand before the other girl could pinch her again. She brought the fingers to her lips and kissed the tips of them. “You don’t need to pinch me, love. I know this is real. I am going to live the rest of my life with you.” 

Penny felt the waves of love wash over her. It was so intense that a tear formed in the corner of her eye. She brushed it away and lunged forward, wrapping Felicia in her embrace as they began kissing earnestly. Their hands were soon exploring and their nest was scattered by the time they slipped into exhausted sleep, many hours later. 

Penny heard a pounding sound. It was disturbing her sleep. As soon as she realized that she was awake, she also noticed how very uncomfortable the floor was. She tried to shift, but Felicia was draped over her legs. 

“What? We’re sleeping.” She yelled, unwilling to move her exhausted lover. Felicia groaned, attempting to roll off Penny’s legs, but a mound of blankets was wedged under her hip. She would need more than a simple roll over to move. 

“Well, we were.” She grumbled. Penny smiled at her and they awkwardly shuffled around until their lips met. 

“Just thought you might want to be there when your AI friend wakes up.” Clint’s voice came from the other side of the door. “Friday refused to disturb you. Something about ‘quality girl time’? Whatever. The point is Tony refuses to wake the new kid up without the two of you there, so get your asses out of bed and hurry up. We got other things to do.” They listened as he padded down the hall, grumbling under his breath. 

Penny groaned as she sat up. Her back didn’t actually hurt of course, but it was very stiff. She looked down to see she had slept on a wadded up towel. For however few hours of sleep they had managed. Her thighs were tacky and she ached in a way she never had before. It was a really good ache. Just remembering how many times Felicia had coaxed her over the edge made her start to heat up. She looked over at her girlfriend, to meet her smoldering emerald eyes. Felicia grinned and reached her hand to stroke Penny’s thigh lightly. Penny grinned back and leaned into the touch, spreading her legs to give Felicia better access to what she was aiming for. 

The overhead speaker squealed with a loud blast of simulated feedback, causing both girls to shriek in surprise and slap their hands over their ears. 

“I apologize, Boss has instructed me to interrupt any more ‘quality girl time’ until after you attend the awakening. Again, really sorry.” Friday’s voice said. Penny groaned and dropped her head into her hands. She didn’t want to think of Tony knowing just exactly what kinds of things they had been up to last night. And this morning. 

“What time is it?” She asked the apologetic AI.

“It is currently three forty seven in the afternoon.” 

Penny climbed to her feet, wincing at the mess their room was in. The bed was destroyed, scraps of clothing were scattered everywhere. And the nest hadn’t lasted too long either. Blankets were strewn from one wall to the other. Towels had been twisted up and torn and her last remaining pillow had succumbed to Felicia’s teeth at some point. The entire mess made Penny grin widely. Felicia stood up beside her and started planting soft kisses all over the back of Penny’s neck. Penny moaned, letting her eyes fall shut. Friday’s voice let out a loud, fake coughing sound. Penny sighed. 

Felicia squinted upwards towards the speaker in the ceiling. “We’re allowed to shower though, right?” She asked. 

“I have no orders to stop you from showering, no.” Friday responded. 

“Oh. Good.” Felicia said, her mood lifting. Penny looked at her questioningly. “Well then, we’d better shower. In fact it would be better if we showered together to take less time.” She said with a big grin. Penny grinned back and they made their way into the bathroom. 

It did not, in fact, take less time. It was nearing five o’clock by the time the two girls had finished ‘showering’ and then getting dried off, which had resulted in two separate interruptions from Friday, and dressed, which had only resulted in one, before they strolled languidly through the tower. Their stomachs were both growling fiercely so they headed straight for the main floor’s kitchen area. 

On the elevator ride down, they got to kissing a little, which was just getting heated when the doors opened. Tony was standing there, his arms folded over his chest, a look of impatience on his face. Penny pulled her face away from Felicia’s and lowered her eyes, blushing fiercely. For her part, Felicia met the man’s eyes straight on, raising one eyebrow in a silent challenge. 

“You went to bed sixteen hours ago, how much sleep did you actually get?” He asked. 

“Umm...some?” Penny answered. 

“About four hours.” Felicia said, somewhat smugly. “Now do you mind if I sit down and eat? My legs are still really wobbly.” 

Penny choked and flashed a pleading look at her girlfriend. Felicia smiled softly at her, before smirking and looking at Tony again. “Right. Penny has weak legs too. I made sure of it. Ow!” Penny had smacked her arm. 

“Felicia!” She drew out the word. Felicia shrugged apologetically.

“Sorry, Spider. Couldn’t resist bragging.” Felicia said. 

“Alright. Alright. Let’s just get you two fed so we can get on with it. Point Break is understandably impatient. He’s been waiting to wake her up for the last eight hours.” Tony said. He led them to the table and they sat down as the elevator opened and Natasha and Clint entered, their arms laden with take out. Penny felt her stomach rumble and Felicia’s answered. 

“I am so hungry.” Penny said. 

“We did work up a great appetite last night.” Felicia smirked. 

“Stop it!” Tony yelped, slapping his hands over his ears. “I don’t want to hear how many times you ravaged my kid last night!” 

“Eleven.” Felicia threw out. 

Clint groaned and walked back out of the room. Natasha just lifted an eyebrow in interest. “Are you counting by how many individual times you rested between, or by orgasms?” 

Tony dropped his head to the table with a thud. 

“Oh. Not by orgasms,” Penny answered between bites. “It would have been way higher. I mean, I lost count after eighteen.” She flushed, realizing what she had just said. 

Felicia grinned. “See? I deserve to brag.” 

Tony got up. “Alright. I’ve heard way too much. I’m going down to the lab. Come down there when you’re done. Also no sex talk in the lab. It’s a rule. I just made it. Friday? Institute the no sex talk in the lab rule.” He rubbed his forehead and started for the elevator. 

“Oh. Wait, Tony.” Penny said, leaping up. “We need..umm...well we kind of..broke...the bed.” She trailed off, sure she was bright red. Felicia smirked as she kept eating. “Could you maybe….design something? So, you know, we don’t...uhh...break another one?”

“Probably tonight.” Felicia added. 

“Felicia!” Penny yelped. 

“What? Aren’t we going to do that again tonight? I wanted to.” She pouted. 

“Well yes, probably. But don’t say it in front of my Dad!” Penny retorted. She winced and shrugged apologetically towards Tony. “Sorry. It’s really good.” 

“Ugh. No details! And as for the bed, no worries. It’ll be in your room tonight. Along with the sound dampening panels Natasha requested.” He answered. 

“By tonight? Already?” Penny asked, puzzled.

“Yeah. I had to make one for the super soldiers. They destroyed three before I got a good design. I’ll make you a deal. I mean this for you too, Alley Cat, you two swear to never, ever discuss what you do in it with me. Ever. And I’ll have your new bed installed before the next time you need it.” Tony waited for a response. 

Penny nodded enthusiastically, Felicia sighed, as if it were a difficult choice. “Alright. I won’t tell any more stories about how good we are in bed, or how good Penny tastes. Or what she sounds like when..” 

“Got it! Last time. No more. I can’t hear you.” Tony babbled as he jumped onto the elevator. 

Penny frowned at Felicia, while Natasha broke down into a giggling mess. “What? Okay. I’m done rubbing it in your Dad’s face. From now on I’ll keep all the details between us.” Felicia said, continuing to eat. 

Penny sat down, to finish her meal as well. “Thank you.” 

Felicia looked up and winked at Natasha. “Unless they ask, of course.” They both laughed at Penny’s groan.


	21. Chapter 21

**Notes for the Chapter:**

> 3000 hits! I am so happy you are reading. We're getting close to the end now. Thank you all.

Felicia stood as patiently as she could beside her beloved Spider. She had a strong urge to tap her foot, but she restrained it. A large part of her was excited to see the results of all the hard work everyone had put in, to meet this new being that was made of Karen who had lived in their wall. Not her Kay, a different Karen. It was weird to think about, and she had been there when Felicia had saved her Spider, had kept that madman from destroying her. So a part of her was excited, but a larger part of her was obsessing over when she would be able to get Penny back in their room. To keep doing all the wonderfully dirty things they had spent all last night doing. She wasn’t even that tired, and the pleasant soreness had already faded. 

“We are ready. Please proceed.” Vision said in his smooth voice. He, along with Penny and Felicia, were standing in the room containing the cradle. Mr. Stark had limited the people in the room to four, and Thor was pretty essential. Penny had argued that the two of them should be there for the ‘awakening’ since they were Karen’s closest friends. Vision was there because it was his creation. 

Felicia struggled to hold back a yawn. Alright, she was a little tired. She smiled to herself as she started to recall how she had got that way. The feel of her Penny, the sight of her lover’s eyes rolling back in her head for the dozenth time, the sounds they both made. She growled low in her throat and slid her hand over to Penny’s cute ass. Slowly stroking the firm flesh hidden by Penny’s pants. Penny shot her a look, one she had trouble reading, and quickly pushed her hand away. Felicia blinked, slightly hurt. She was going to say something when there was a massive burst of heat and light, followed by a thunderclap that had her jumping out of her skin. She released a startled scream and leapt back against the wall. 

The cradle lit up, sparks flew all over the room, and the top exploded off, to land with a crash against the wall. Everyone else stood tensely still, while Felicia hyperventilated against the wall.

Penny turned to look at her, her eyes full of concern now. “Are you alright, Felicia?” 

Felicia nodded breathlessly, and Penny turned her attention back to the open cradle. A slender red hued hand reached up to grasp the side of the cradle, and the form within sat up. 

She was a lighter red than Vision’s natural shade, and unlike the original synthezoid, she stepped out of the cradle completely nude. Her skin was covered in small seams, straight lines separating her into sections. Her eyes were large and bright gold, with no visible pupils, and long green hair flowed down her back. Set in the center of her forehead, slightly hidden by her bangs, was a small crystal, in a diamond shape, the same gold color as her eyes. She was looking around curiously at all those present. Thor respectfully averted his gaze from the bare young woman, while Felicia looked her over with interest. 

“Are you alright, Felicia?” The girl asked. Her voice was pleasant, calm and melodic. Her golden eyes flickered briefly. “Your heart rate is pretty high.”

“Oh. I’m good. Just, Sparky Sparky Boom Man over there scared the hell out of me when he set off a thunderbolt in an enclosed area.” Felicia answered, finally calming down. 

“Heh. That’s a good one. I’m stealing it.” Tony’s voice emanated from the intercom. Thor frowned at the speaker and then again at Felicia, who shrugged. 

“My apologies, Lady Cat, but I was of the impression that you were prepared.” Thor remarked. 

“Uh, I should have been.” Felicia answered, her face afire with shame, “I got distracted.” She met Penny’s eyes and was pleased to see a soft blush on her cheeks. And a smile even. So maybe she was forgiven? 

Penny brought a set of clothes over to the still naked (and apparently anatomically correct!) red skinned girl. She smiled at Penny as she took the clothes and spent a few moments looking at them almost quizzically. Felicia stepped over and helped Penny teach her how to dress herself. 

“I have arms!” The girl enthused, she looked down her body and kicked one of her legs. “And legs!” She looked up at Felicia and Penny, her eyes full on glowing now. “Thank you.” She turned to Thor and Vision where they stood against one wall. “And you too. I am so grateful.” Her tone was happy, but not frantic. It was different from Karen’s voice as well. Unique. 

“You’re welcome.” Penny said smiling. “It’s a pleasure to meet you in the flesh, so to speak, Karen.” 

“Oh. About that. I don’t think I’ll keep that name. I decided that I should have my own name now. One that is just for me and is indicative of my new state of being. As of today, I wish to be called Vivian.” She smiled at them again, a pure and brilliant smile. 

“Why Vivian?” Felicia asked. 

“Well three reasons. First it means alive, or at least, it is derived from the Latin vivus, meaning alive, lively or animated. I believe I am now not only alive, but also lively. Second it is something of an homage to my progenitor, Vision. They are very similar.” Here she looked over at the tall synthetic hero and flashed him a shy smile. “And third, and possibly the most important, because I just love Vivian Leigh. Gone With The Wind was just amazing.” Vivian gushed. 

Penny and Felicia shared a puzzled look. Vision walked over to stand near Vivian. Standing next to each other you could see a vague resemblance, although, Felicia admitted to herself, it might just be the red skin thing. 

“Hello, Father.” Vivian said. She flashed a very bright grin, “I hope you don’t mind if I refer to you this way.” 

“On the contrary, I would be honored.” Vision hesitated for a moment, “Daughter.” A small smile formed on his face. 

Thor swaggered over, his face lit up with enthusiasm as usual. “Glorious day!” He boomed. “A new life has been made, we need to celebrate!” 

“For once I agree with Sparky Sparky Boom...you know what? That’s way too long. Sparky.” Tony’s voice said over the intercom. “Bring our girl up here to meet the rest of the circus.” 

The small group filed out of the storage room. Of course, Vision had to choose the room farthest away from the elevator on one of the most remote floors in the entire tower. It wasn’t as if he needed to walk all the way. 

Vision and Thor walked beside each other a little way ahead of the trio of girls, Vivian looking around with wonder. “Things look so different when you see them with eyes.” She said happily. 

“Wait until you see something worth looking at, a dingy hallway isn’t really very stimulating.” Penny remarked. 

“I have you and Felicia to look at.” Vivian said, her wide, golden eyes flickering briefly, as if she had blinked. 

“Whoa, that’s cool.” Felicia said. She reached out and poked Vivian’s arm lightly. 

Vivian frowned slightly. “What was that for?” 

“Just seeing what you feel like.” Felicia said, “Check it out, Penny. She feels like skin.” 

“I’m standing right here, you know?” Vivian said. Penny reached over from the other side and poked her arm lightly. “Hey! Stop poking me.” Vivian reached out with both hands and poked Penny and Felicia on their shoulders. “Oh! That’s fun.” She poked them again. 

The girls giggled, Vivian covering her mouth lightly. “That is a way better laugh than the one you had when you were in our room.” Penny pointed out. Felicia nodded.

“Hey, Felicia.” Vivian said. “When Thor scared you, was that because of your cat-like attributes?” 

“He didn’t scare me.” Felicia pouted. “I just wasn't ready. It would have startled anybody.” 

Penny grinned at her. “Didn’t startle me.” 

“Are there other cat-like attributes you possess? I’m curious. Like, do you bathe yourself with your tongue?” Vivian asked. 

Felicia raised an eyebrow at the green haired girl. Was she serious? “No. I don’t bathe myself with my tongue.” She said flatly. “Oh! I did kind of bathe Penny with my tongue last night though! Does that count?” She said with much more enthusiasm. Fun times with Penny were her new favorite subject, after all. 

She noticed Thor flinch slightly where he walked ahead of them. She missed the look Penny shot her though. “Not quite what I meant. I’m not sure that counts at all. Unless you have a rough tongue? Did your tongue change like your eyes?” Vivian continues her questioning. 

“Uhh. I don’t think so?” Felicia stuck out her tongue and crossed her eyes trying to get a good look at it. It looked normal. Penny started laughing at her ridiculous face. She pulled her tongue back into her mouth and chuckled as well. 

“Oh! What about water? Do you hate getting wet?” Was Vivian’s next query.

Felicia grinned inwardly, this was too easy. She surreptitiously glanced at Thor. “Oh no. I love getting wet. Especially when it’s Penny getting me there. She gets me all wet, and then I get her all wet. Oh, and like any good cat, I do love lapping up her cream.” She said, grinning internally when Thor cleared his throat and began to increase his pace. 

It was fun to make all the big macho hero types get all uncomfortable. Pretty easy, too. She couldn’t wait until she got a chance to be around the Captain, she’d have to think up something really juicy to say around him. Her thoughts were interrupted when she realized she was walking alone. She stopped and looked back. Vivian was standing a few paces behind her, looking further back down the hallway where Penny stood, her head bowed, her gaze on the floor. 

Felicia turned and walked back towards her girlfriend. “Penny?” She asked, her tone curious. Vivian looked back at her, her expression unreadable. 

Penny stood there, staring straight down, her hands clenched into tight fists. “It’s always going to be this way, isn’t it?” 

Felicia slowed as she neared Penny, the tone of voice she had used made a shiver run along Felicia’s spine. 

Penny looked up at Felicia, and Felicia stopped, astounded at the shine of tears in the other girl’s eyes. “You’re just going to keep embarrassing me, aren’t you? No matter what I say?” 

The shiver turned into a cold lump in her gut, Felicia reached her hand out towards Penny, but the other girl backed away from Felicia, each step like a mile to the stunned girl. “No. Penny, I...I was just teasing. I didn’t mean anything by it.” She said, trying to fix it. 

“I think that’s the worst part, Cat. That you don’t mean anything by it. That something that means so much to me, means so little to you.” Tears started to run down her face and she roughly scrubbed her arm across her eyes. “I need to think.” Her voice was choked and she turned and rushed away down the hall. 

Felicia felt as though she had been hit with a brick. What had just happened? “Penny? Penny!” She called out, still frozen to the spot. 

Vivian walked up beside her, her golden gaze alternating between the dwindling form of Penny and Felicia’s stunned face beside her. “I may not have any experience, but most of the movies I watched would indicate that you should pursue her.” She said kindly. Felicia looked over at her before turning and sprinting after her girlfriend. 

She barely caught Penny as she came to the end of the hall. “Wait! Penny, wait.” 

“I’m going on patrol. I need to clear my head.” Penny said, she didn’t turn around, didn’t look at Felicia. 

“I can get my suit. I’ll come with you.” Felicia tried, her voice pleading. 

“Alone, Cat. I just need some time alone. Friday, emergency exit, Iron Spider protocol.” The wall in front of her spun, revealing a narrow opening that the girl jumped into. It spun closed and Felicia was left by herself in the dark hallway. Alone. 

The cold lump in her guts lurched upwards into her throat and she fell to her knees, still staring at the wall. She reached out, placing her hand on the blank wall. “Friday? Can I follow her?” She asked, the lump rising further with each word. 

“I’m afraid not, Felicia. You haven’t been authorized to use the emergency exits.” 

Hot tears began to fall as she realized she had been left behind. No. Penny hadn’t left her, she had been chased away. Felicia had driven her away. Sobs followed the tears and she crumpled to the floor. 

She didn’t know how long she sat on the floor, staring at the blank wall as she cried. Her eyes burned and she did nothing to try to clear away the tears that ran down her face. She was holding on to the idea that Penny would come back for her. She needed to be here so that she could make it right. Take it back, figure out what she had done. 

Fix it. 

A soft hand fell onto her shoulder, and she spun around, her eyes full of hope. It wasn’t Penny though. 

Pepper knelt behind her in the hallway, her face a mask of sympathy. “Come on.” She helped Felicia get to her feet. “You can’t stay here. Come with me.” Her voice was so kind and understanding, that Felicia just sobbed harder and wrapped herself around the older woman. She tried to explain, but nothing came out coherently. She just sobbed, and blubbered and made no sense. Pepper just made soothing sounds and guided Felicia down the hall. 

Some time later Felicia found herself sitting very comfortably in an unfamiliar room. Pepper had given her a fancy handkerchief that she briefly felt bad for completely gooping up with her tears and whatever unmentionable fluids had drained from her sinuses. Pepper returned from another room with a tray of tea. She sat beside Felicia on the fancy white leather couch. She poured a cup of tea for Felicia, adding a large dollop of cream. Felicia sniffed as she took the cup in her trembling hand. 

“So tell me what happened.” Pepper began, her voice soft and caring. 

Felicia sipped her tea while she gathered her thoughts. She started talking, relaying what she remembered of what she said in the hallway. She spoke in a monotone, letting none of her pain come through her words. Pepper listened, asking a couple of questions for clarity. Then the two of them sat in silence for a couple of minutes as Felicia slowly regained her control. She slumped back on the couch, holding the empty tea cup as if it were an anchor. 

“And can you see what she was upset about?” Pepper finally asked quietly. 

“I don’t know. I was just, I don’t know, teasing Thor.” She said, sadly. 

“True, but you were teasing him with something that was very personal.” 

Felicia looked at the woman, she felt confused. “Personal?”

Pepper sighed. “I actually thought that this might become a problem, but I hoped that the two of you would find a way to work it out yourselves. I should have tried to help you sooner.” 

“What? What did I do?” Felicia asked. 

“It’s not so much what you did.” Pepper seemed to consider it. “Let me ask you a question. Do you want to share Penny?” 

Felicia was even more confused. “What? Share her with who?” 

“For example what if someone else wanted to date her? Would you share?” Pepper asked. 

“No! What kind of question is that?” Felicia sat up, angry now. 

“Alright. Now why do you think she wants you to share your private moments with everyone else?” Pepper asked with a cocked eyebrow. 

“I was just teasing. I wasn’t being serious.” Felicia huffed. 

Pepper sighed, briefly pinching her nose. “Alright, I’ll try this another way. I know what it feels like to be in Penny’s position. It wasn’t so long ago I was trying to date someone who was less than careful with my feelings. Whether or not you personally feel that what you said was proper or improper, doesn’t the fact that Penny feels it’s improper mean anything to you?”

Felicia furrowed her brow in thought. 

Pepper continued. “When I started dating Tony, there were times when his lack of filter caused me no end of distress. In fact I had actually ended our relationship due to the fact that he continually made promises to me that he couldn’t, or wouldn’t keep. It took a lot of work for me to give him a second chance. Now Penny, much like myself, is a very private person. There’s a reason she is the only Avenger who hides her identity from the world. She wants to keep her personal life personal. Now you come along, and she lets you into that personal life. Realistically the two of you haven’t even known each other that long, yet she has moved you into her home, into her family, into her room, and into her heart. She is trusting you like she has never trusted anyone before. The closest she has come before this was Harry Osborn. That didn’t turn out at all well. So now you have to ask yourself, what’s more important to you? Penny? Or your own selfish need to overshare?” 

“Penny.” Felicia answered without hesitation. “It is, and always will be, Penny.”

“Then you know what you have to do. Correct?” 

Felicia sighed, her eyes falling to the ground. “I think I have a lot to think about. Thanks, Pepper. I don’t know if I can fix this, but at least I know someone is willing to let me try.” 

“Penny will be willing, Felicia. She loves you.” Pepper turned and pulled Felicia into a hug. She held her tight as Felicia felt a rush of sadness washing over her. She desperately hugged Pepper back. 

“I love her too, so much. I can’t live without her. I am so sorry.” She felt the tears starting again. 

“Don’t be sorry to me, and don’t tell her you're sorry if you’re just going to do it again, because that’s just about the worst thing you can do. It uses up trust, and trust is very hard to build up, far harder than it is to lose.” Pepper placed a kiss on the side of Felicia’s head, and it was almost too much. 

Felicia gently pushed herself away. “I’m going to wait for Penny to come back. Thank you. For everything.” She left Pepper there, making her way back to the room she shared with Penny. She stopped at the door and just stared at it. Was she even welcome here? Maybe she should go back to the sewers, stay with Edward. Just another piece of garbage washed in by the river. 

She sucked in a deep breath. No! She would not give up. The other Felicia gave up. Not her. Not the Black Cat. She was stronger than this. She might have made mistakes, but she could still fix them. She hoped.

She turned and put her back to the door and slid down to sit on the floor in front of it. She would wait, and try to apologize. She would be better.

She had to be. 

\------------------------------------------------

The mugger gave a high pitched scream as the web yanked him three stories off the ground. He hung suspended in the air for a moment, the city street filled with traffic below him. The moment snapped and he plummeted towards the unforgiving concrete. His scream reached a high point before it was cut off as the wind left his lungs completely. He stared at the sidewalk that he had come within inches of slamming into, the slack in the web reeling him higher so that he dangled from a light pole. He closed his eyes and threw up. 

Penny didn’t even stop. She had been pushing herself ever since she left the tower. Speeding across the city, swiftly and silently dealing with any crime she came across. So far she had stopped eight muggings, two carjackings, a gang faceoff in Harlem and six convenience store robberies. 

It was almost enough to get her to stop thinking. Almost. 

She swung higher, going for more speed, a greater rush, anything to wash away the hurt. 

“Penny, I must suggest that you stop and rest. You have been going all out for more than seven hours.” Karen said. 

“Not yet. Just a little longer.” Penny said, her breath coming in gasps. Sweat beaded on her forehead despite the armor’s cooling systems. She had crossed the island at least a dozen times but she didn’t want to stop. She didn’t want to go back. To face Felicia. 

Her next web missed. 

She fell through the air, quickly regaining her equilibrium, firing another web. Or trying to. She had been too caught up in everything to realize she was out of web fluid. She panicked briefly. It had been so long since she had been distracted enough to forget to check her levels. It was only now that she even noticed the flashing warning signs on her HUD. The suit reacted, the metallic arms extending, the small wing flaps snapping open to catch the air and steer her towards a nearby building. The arms reached out and connected with brick, stone chipped and flew as the claws gouged long scars in the weathered surface. Finally she skidded to a stop, panting, eyes closed, tears welling. 

“Karen, take me to the roof.” She said, her voice thick with suppressed tears. 

The legs pulled her along behind them like some oversized rag doll. Her arms wrapped around her midriff as she let the tears fall again. 

She sat on the edge of the roof, her feet dangling, and stared at nothing. The sun was slowly dropping away and the reds and purples of the skyline were stretched into kaleidoscopic abstracts by the water covering her eyes. Her hands sat limp in her lap and she very carefully did not think. About anything. 

The sound of repulsors tore through her illusion of peace, for that was all it was, an illusion. She wanted to go home. She didn’t want to. Love was confusing. Why did Felicia keep doing it? What did she get out of it? How come she didn’t care? Maybe she didn’t really care about Penny. The sound of Tony’s armor touching down beside her made her look up at him. His signature gold and red standing out in the deepening gloom. 

His nanite armor folded down to store itself in his chest mounted housing and he strode over to sit on the edge of the building beside her. Penny activated her helmet and it retracted into the suit. The warm breeze felt good across her face, but the smells of the city caused her to wrinkle her nose. Tony handed her a handkerchief, which she used to clean up a little. 

“You’ve been out here quite a while, Pen.” He said, his tone low and cautious. 

“I know.” 

“You want to talk about it?” He reached over and rubbed a hand across her back. She could barely feel it through the armor. She leaned into it anyway. 

“What’s to talk about? I’m fine. Everything’s fine.” She knew she was being stubborn, but it was easier than thinking about it. 

“I’m pretty sure you’re not fine. And I should know, I’m an expert at dissembling.” He pulled her closer, resting her head on his shoulder. “So what happened?”

“What, Felicia didn’t tell everyone? She tells you everything else.” She said petulantly.

“Ahh. I see. Yeah she does like to run off a little at the mouth. Has a distinct lack of tact. Is a bit rough around the edges.” 

Penny pulled her head off his shoulder and glared at him. “Hey!”

He raised an eyebrow. “No? Then what is it?” 

She sighed. “Okay, maybe a little. I just wish she would stop. I want what happens between us to stay between us.” She growled, the sound born deep in her throat. “She’s mine! I don’t want everyone to know about everything we do. I don’t want to be ashamed when I’m with her. And she always embarrassed me. Why? Why does she do it?” 

“Have you tried to talk to her about it? Sometimes it feels easier to run from your problems when really that only makes more problems.” He stopped and shook his head. “And I just nominated myself for the hypocrite of the year award.” 

Penny smiled in spite of herself. “I guess. Running is easier though.”

“And when you run out of places to run?” He sighed and pulled her back towards him. She lay her head back on his shoulder. “Look Pen, Felicia has been through a lot. She’s been pulled into a whole new world, by an amazing girl and maybe part of her doesn’t know how to handle it. In a way, I kind of understand her. She reminds me of me a bit, so caught up in the could I’s that she misses the should I’s. It took a lot of work on both our parts for Pepper and I to reach where we are, you know? I mean, you do know. You were around for most of it. You need to ask yourself, is she worth it? Because if she is, then by running away you’re sending the wrong message. I did that, and it almost cost me everything. I know she hurt you, but by running, you may have hurt her back. If it keeps up then you’re both going to end up broken and alone.”

He stroked her hair lightly, making a face when he found it soaked with sweat. He rubbed his hand vigorously on his pants. The exaggerated action drawing a reluctant chuckle from her. “So, is she worth it? If not, decide now. If you wait longer, it hurts more. But be damn sure. Sometimes you don’t get another chance.”

Penny didn’t answer right away, and they sat there as the city slowly traded the light of the sun for its own self generated brilliance. She thought about Felicia, really thought about everything everyone had said. She thought about Felicia. Her Cat. She tried to picture going back to the way things were before her, and nothing came. She didn’t know how it had happened, but suddenly she couldn’t see any future without her white haired partner. And the things they had done last night. She almost understood why Cat was so proud of it, but damn it! It was private! It was theirs! She straightened up and turned to look at Tony. 

“Yeah. She’s worth it. I shouldn’t have run. She shouldn’t have said those things, but I should have made it clear just how much it was bothering me. I need to go back.” She heaved a big sigh, a weight disappearing from her. “Shit. I’m out of web fluid.” 

Tony chuckled, and passed her two cartridges. “Yeah. Karen may have mentioned that.” 

“Wait. Karen called you? Without permission?” 

“I am sorry, Penny.” Karen’s voice said in her ear. “ When you failed to respond to me I called Mr. Stark for help. I was worried about you.” 

“And it’s a good thing she did. You just needed some good advice. Which I, obviously, am eminently suitable to give.” He said, smirking. 

Penny loaded her web shooters while she chuckled at the ridiculous statement. She climbed to her feet, feeling the effects of the long day of activity. The short sleep she had the night before wasn’t helping. She sighed as she thought of how she had thought today would be far different. 

Tony climbed to his feet and brushed his pants off. His armor formed around him. “Sure you wouldn’t rather have a lift?” He asked. 

“No. I think the trip will let me calm down a little more.” She turned to him as her helmet wrapped back around her. She grabbed Tony and pulled him into a hug. The real hug, that she could only give him when he was armored up. He had even built extra durability into the armor just so she could do this. “Thank you. For being there, even with ancient movie quotes. For giving me my space, and for coming after me when I needed it. I am so lucky to have you. I love you, Dad.” 

He chuckled, giving her a crushing hug in return. “I love you too, Kid. I’ll see you back home.” They separated and he took off, a red and gold blur, streaking across the night sky. 

“Karen, fastest route home.” The HUD lit up and she zipped off in the direction of home. The direction of Felicia. 

She stopped to store her armor away properly aboard the quinjet. Spending the extra time to clean it and refill the web shooters. She realized she was stalling and sighed. She closed up the jet and made her way inside. As she reached the elevator a ghostly figure rose through the floor in front of her. Penny yelped and jumped back before she identified Vivian. 

“Oh wow. I didn’t know you could do that.” She panted. 

“Apologies, Penny. I’m still getting used to it.” Vivian reached out and laid a hand on Penny’s shoulder. “Are you alright? You seemed to be very distressed when you left.” 

“I...I don’t know. I was really upset, I guess. I just needed some time to sort some things out.” She sighed. “How’s Felicia?” 

“She is…..not her normal self.” Vivian said, hesitantly. 

“I’m sorry I missed your party.” Penny said sadly. 

“It wasn’t very fun.” Vivian said, she cast her eyes down. “Wanda wasn’t very welcoming. I think Father made a mistake making me.” 

Penny stepped forward and wrapped her arms around the red skinned girl. Vivian startled, her eyes widening imperceptibly. “You are no mistake, Vivian. You are a miracle.” Vivian tentatively returned the hug, and after a moment, melted into it. 

“Thank you, Penny. I needed to hear that.” She stepped back and wiped a tear away. “Hugs really are the best.” 

“Was...was that your first hug?” Penny asked, confused.

“Yeah. No one really knows how to treat me yet. I’m a stranger. Father has been trying to connect with me, but he is more concerned with Wanda right now. I think he believes I can take care of myself, but there are so many things I don’t know.” She sighed, the emotions running through the newborn teenager frighteningly clear. “I’m sorry. I don’t mean to burden you. You have a bigger issue to deal with.” They had entered the elevator by now and it was fast approaching their floor. 

“Did Tony set you up in a room?” Penny thought to ask.

“Oh, yes. It’s pretty plain right now. I am allowed to decorate it myself. I just wish I had something to decorate it with.” 

The elevator opened and Penny didn’t even need to step out of it to see her girlfriend. She was curled up on the floor in front of their door. Asleep. 

Vivian and Penny shared a puzzled look before Penny walked over and crouched down next to Felicia. As soon as she was within a few feet, the girl on the floor stirred, sitting up and wiping a line of drool from her chin. 

“Penny?” She asked. Her voice was small and fragile. 

“Felicia. What are you doing out here?” Penny reached out to cup Felicia’s face. She was shocked when, at the touch, Felicia burst into tears, threw her arms around Penny and sobbed into her shoulder. 

She made out a few words, mostly sorries, before she was able to calm Felicia down enough for her to understand what Felicia was saying.

“I’m sorry, Penny. So sorry. I wasn’t thinking, and, and I wrecked everything. I don’t want you to leave me. Please don’t leave me. Please?” Penny felt her heart wrench at the sight of her beautiful girlfriend torn up so badly. Wounded emotionally as much by Penny’s running as she had been physically when she had saved Penny’s life. 

“No, Felicia. I should be the one saying sorry. I never should have run from you.” She ran her hands through the soft white hair she loved so much. 

Felicia pulled back, looking into Penny’s eyes. “No. Don’t do that. It wasn’t you. You don’t get to take the blame for me. I fucked up. I knew it was bothering you and I still did it. Well, maybe I didn’t get just how much it bothered you, but I should have. You are everything to me and I need to show you that. So I am sorry. Not just the words, I really mean it. I couldn’t imagine not having your trust, your love. So I know it’ll be hard to believe, but I promise to be better. To do better. This was a me thing. I’m sure somewhere along the way there will be a you thing, but this isn’t it. So, just, I don’t know, give me another chance?” 

Penny sat silently, lost in her lover’s emerald eyes. 

Vivian cleared her throat. “Maybe I should go. I hope you guys work it out. After all, tomorrow is another day.” 

Felicia jumped up. “Wait! Kar...I mean Vivian.” Vivian turned to look at Felicia. She was caught in a fierce hug, her arms suddenly full of clinging teenager. “I’m sorry I wrecked your birthday.”

“My...birthday?” Vivian asked, puzzled. 

“Well, it sounds better than ‘production date’.” Felicia joked weakly. “We’ll make it up to you. I don’t know, maybe we could go out for a day or something?” 

Vivian lit up. “Oh, please! I would love to see everything. And maybe we could go shopping? My room is so drab. I really need to decorate, and get some clothes. Oh, thank you, Felicia. I’m so glad you still want to be my friend. I was worried.” 

“Best friends, Viv. After all, we saved Penny together.” Felicia said, stepping back away from the embrace. 

Vivian looked crestfallen. “That wasn’t me, Felicia, that was you, and Kay, and Karen. If anything you saved me that day too.” 

“Well, don’t feel so bad. You have arms now so the next time the flaming pumpkin patch reject shows his face he’ll have all three of us to deal with. Right?” Felicia poked Vivian’s arm lightly. 

The synthetic girl giggled and poked Felicia back. “Right. Good night Felicia, Penny. I need to go see if I need to sleep or not. See you tomorrow.” 

Penny sat down, her back to the door and patted the space beside her. Felicia hesitated for a moment, but plopped down beside her. Penny scooted over so that they were pressed against each other, the familiar fluttering in her stomach at Felicia’s touch happily present and so welcome. 

“We are really bad at communicating.” She said after a moment of silence. 

Felicia snorted. “Yes. Yes we are.” 

“I am sorry I ran. It was just too much at the moment. I need to move to think, and we have been stuck in this tower for too long. I should have said how much it was bugging me.” Penny started, looking over at a penitent Felicia. “So I am saying it now. I don’t want you to tell people about what we do together behind this door, or anywhere else we might get, frisky.” She said blushing. “If I keep being embarrassed by what we do together, I’m afraid I’ll stop wanting to do those things with you. Ugh. I feel like a sixth grader.” 

Felicia gave a slight smile, “It’s okay. I get your meaning. Our time is our time. I’ll keep it between us. No more bugging your teammates and family about how much I enjoy your lithe, naked body. How much I just need to feel you, and taste you. Only you will hear those things from now on. I promise.”

A shiver ran down Penny’s spine as she read the raw lust building in those bright green eyes. A lust that was being answered by her own body. She reached out, grabbing Felicia by the back of her neck and pulled her closer. “Good.” Her voice lowered, becoming a seductive purr. “Because you’re mine. All of you is mine. And I am yours. I don’t share.” She pulled Felicia into a burning kiss, lips meeting and mouths melding. 

When she pulled away, Felicia had a dazed look in her eyes. Penny could feel the heat rising from her girlfriend. “Now let’s go see if that bed actually is unbreakable.” She dragged Felicia through the door, closing it behind them.


	22. Chapter 22

**Notes for the Chapter:**

> Only two or three chapters left in this story. Hope you enjoy.

Penny sat slumped at the breakfast table, her head resting on her fist as she slowly lifted a spoon of dry cereal towards her mouth. 

“Wouldn’t you rather have milk on that?” Vivian asked. She didn’t eat, but she made sure to be there promptly for breakfast every morning. She was also the main factor in getting Penny and Felicia out of bed before noon. Felicia looked very bleary eyed as she poured her third coffee. 

Penny glanced at the dry wheat puffs, shrugged, and stuffed the spoonful into her mouth. She made a valiant attempt to chew the dry mass. Felicia passed her coffee mug over. Motioning for Penny to drink it. Penny indicated her mouth was full, it was hard enough to chew the dry chunks. 

“Coffee makes it softer.” Felicia mumbled. Penny thought that was a great idea. She managed to sip some coffee to try to make the dusty clods into something swallowable. The coffee was scalding hot, and she ended up jumping up and waving her hands around as she tried to swallow the now burning glob of cereal. Once she managed it, she dropped back into her chair again, panting softly. 

Vivian shook her head and poured some milk into Penny’s bowl. “Why don’t you sleep?” She asked. 

“We try to.” Felicia moaned, dropping her head to the table. Penny silently agreed with the statement. In the week since their miscommunication they had tried to get enough sleep. Penny had returned to doing her intern work for Tony during the days, while Felicia had taken it on herself to become Vivian’s constant companion. The two girls would spend almost all day wandering the city, seeing sights, trying out new things, and trying to put a sizable dent in Tony’s bank account. Vivian turned out to be a shopaholic,and Felicia only encouraged her. It was a match made in bankruptcy court. After supper, which they spent with as many of the Avengers as happened to be in the tower at the time, as well as Pepper and often MJ, the two girls would suit up and go patrolling together. They had offered to have Viv go with them, but she refused. She spent her evenings with Vision and Wanda, trying to find a spot in the family. 

Patrolling with Cat was fun. They complemented each other perfectly, and the adrenaline rush they both chased made the nights often extend longer than they intended. Then they got back home, and got into bed, and they tried to sleep. Really. They tried, but one goodnight kiss led to another goodnight kiss. Which just kept leading. And before they knew it, it was eleven in the morning and they were trembling, sweaty, and barely coherent. Which was when Viv showed up. Every morning. For the last six days. It had been six days since she last slept more than an hour. Huh. 

“You know, I’d have thought we’d be worse off.” She remarked as she poured maple syrup on her cereal. 

Felicia raised an eyebrow. “Is that any good?” 

“Hmm?” Penny took a bite and immediately spit it out. “Eww. Who did that?” 

“Guess not. I’ll stick to eggs.” Felicia said. Vivian sighed and got up to make some more eggs. 

“You don’t have to make her anything she asks for, you know?” Penny said. 

“Someone has to keep you two fed. Besides I like cooking and it’s not like I can eat any of it.” Vivian shrugged. “The sigh was because I just decided that we are not going to that big Bloomingdale’s sale today.” 

“What!” Felicia perked up. “Why not? You’ve been excited about it since Tuesday.” 

“Felicia, you can barely stand up.” Vivian said, smirking. 

“Uhh. Well, that may be true.” Felicia said, flushing a deep red. Penny could see she was biting her tongue. True to her promise, Felicia had withheld any personal remarks having to do with their sex life. She had almost slipped a few times, but she always stopped herself. Penny just hoped one day she wouldn’t even consider saying those things. And maybe she would stop seeing the look of fear Felicia got every time she almost slipped. Like if she made one mistake, Penny would boot her out of the tower. It wasn’t easy, but the rest of their relationship was really good, so she hoped the wounds would heal for both of them with time. 

“No. I think today you two need to take a day to sleep.” Vivian looked at them seriously. “And I do mean sleep.” 

“Well, we could try?” Felicia asked, locking her gaze with Penny’s. Penny felt the familiar heat starting low in her belly as she licked her lips. She looked at her girlfriend. Hers. Ever since that night in the hallway, Penny had been overcome with a deep possessiveness for Felicia. A possessiveness that was coming out more and more whenever the two girls were alone. Felicia had admitted that she loved it, and easily acquiesced to anything Penny wanted her to do. Last night had been particularly interesting, and the memories of Felicia begging had Penny wanting to drag her back to their room right now. 

Vivian swatted her across the back of the head with a dishtowel. “Sleep! Penny, stop thinking that.”

Penny blinked at her friend. “What? You can read minds now?” 

“No, but my research into romance movies has revealed that you were looking at Felicia like you were ready to devour her, and that equals lust, which, unless I have miscalculated, almost never leads to sleep. At least not for a while. Maybe I need to separate the two of you.” She said, her gaze full of calculation. It was one of the expressions Penny had figured out so far. The rest were a mystery still. 

“No!” Felicia yelped, “Don’t take me away from my Spider.” 

Vivian sighed. “The only way the two of you are going to sleep is with a chaperone. Get up.” 

The girls sheepishly got to their feet, and Vivian herded them towards their room. She stood by and made them separate to take showers and change into pyjamas. Which neither of them had worn in quite a while. Once they were clean and dressed she stood by the bed with her arms folded.

“We’re not children.” Penny whined. “You can go now.” 

“Nope.” Vivian said, popping the p, “If I walk out that door, I give it thirteen point six seconds before you forget all about sleep. At least I know if I stand here, you'll actually sleep. Hey! It’s like old times. You know, like two weeks ago, when I lived in the wall. So sleep. Friday, blackout please. No disturbances.” The room darkened and Penny huffed. Felicia’s hand slid across and started to make its way up Penny’s stomach. 

“I can see in the dark, you know.” Vivian said. 

Felicia grumbled. “I’m just cuddling, geez.” 

Given the inability to get physical in any way, the long nights finally caught up to the girls and they faded off to sleep. The occasional flicker in Vivian’s golden eyes was the only movement in the room. 

\-----------------------------------------------------

Penny woke to Vivian shaking her shoulder. “Penny, Felicia, wake up! There’s been an attack. Wake up!” She was saying, worry clear in her voice. 

Penny sat up. “What? What attack? Who is attacking?” She was already on her feet and reaching for her suit. Felicia was a step behind her. 

“Captain Rogers has been attacked. He and Sergeant Barnes were at a baseball game.” Vivian said as the two girls hurried into their uniforms. 

“Who attacked him?” Felicia asked. 

“Unknown. An enhanced individual that did not identify himself. He struck the Captain and attempted to do the same to the Sergeant.” Vivian sounded almost panicky.

“Is he okay?” Penny asked as she ran from the room, her mask clutched in one hand. Felicia was right behind her. Vivian intercepted them at the elevator by passing through the wall. 

“No.” Vivian said simply. “Tony had to fly him to medical. Six civilians were killed in the altercation.” 

“Killed? How?” Felicia demanded as they rode the elevator towards medical. 

“The attacker was using some kind of poisonous weapon. Some of it splashed on those sitting near the Captain and they died within seconds.” Vivian held up her hand and a hologram appeared over it. It showed a muscular individual in a green suit of some kind. The details were blurry, but it was easy to make out the long tail that curled over his head, ending in a vicious barb. 

“Looks like a human scorpion.” Felicia shuddered. 

They heard it as soon as the doors cracked, the agonized scream of a man in terrible pain. It only made it worse that the voice was clearly Steve’s. The screams came in bursts, loud and so raw that Penny could almost feel the torn vocal cords. She remembered screaming like that. 

Penny rushed down the hall, she could see Tony standing back away from the viewing window, his hand covering his mouth. She ran up to him, the other two girls right behind her. 

“What happened?” She asked as another bellowing scream echoed from the medical room. She turned to look through the window. 

Vision was holding Steve down on the gurney. Steve was thrashing, black foam dripping from his lips. Penny gasped when she saw the gaping hole torn high on the right side of his chest, the flesh around the edges of the wound was black and bubbled. Thick lines of a dark fluid streamed from the wound, sizzling where they touched the gurney or the floor. Doctor Cho moved purposefully around the room. Penny felt Felicia grab one of her hands. She felt numb.

Steve’s veins were black through his skin, every time he screamed the black surged deeper into him, only to withdraw. 

“His formula is trying to fight it off.” Tony said. He sounded faint. He sat down on one of the chairs that were set up in the hall, dropping his head into his hands. “I got him here as fast as I could. Oh god. Those poor people.” 

Vivian moved up to the window, her expression unreadable. 

Penny moved to stand beside Tony, rubbing the back of his neck, while Felicia clung to her hand. 

Steve screamed again, his back arching off the gurney despite Vision holding him. Doctor Cho injected him with something and a few seconds later he relaxed slightly, his screams dropping to heaving breaths. The black veins continued fighting to reach his organs. 

The elevator barely opened when a very distraught Bucky came careening down the hall. He was a mess. His jacket was torn and singed around several great tears down the length of his left arm. The gleaming metal beneath was undamaged. 

“Where is he?” He barked, no patience in his eyes. Felicia pointed soundlessly at the window and Bucky rushed over. Doctor Cho was sitting at a terminal nearby while Vision stood beside Steve. Bucky moved to the door, pulling on it in vain. “Open this fucking door!” 

“Friday, open the door.” Tony said. 

As soon as it slid an inch, Bucky wedged his left hand in the space and wrenched it to the side. The mechanism squealed in complaint, surrendering to his superior strength and sliding into the wall with an audible snap. The man ran over to his lover’s side, dropping to one knee as he took in Steve’s condition. 

Steve heaved up again as the black veins slid under his skin, retreating a little less each time. Penny bit her lip, fear roiling in her stomach. 

“It’s winning. The poison is beating his healing factor.” She whispered, but Bucky’s head snapped up, his bloodshot eyes meeting hers. 

“No! No fucking way. Come on, Punk. You’re not gonna let this stop you.” He reached out to grab Steve’s hand. The shoulder wound pulsed, sending a rush of black fluid streaming down onto the gurney, where it hissed, tiny tendrils of smoke rising around the contact point. 

“Buck?” Steve’s voice was hoarse and weak. He blinked his eyes, his head swivelling as if searching for something that wasn’t there. “I can’t see, Buck. Why can’t I see?” 

Penny gasped, tears rising to the surface. That didn’t sound like the unstoppable Captain America, it sounded like a scared kid. She wanted to give them privacy, but with the break, the door wouldn't shut. 

“Shh. It’s alright Stevie, everything’s gonna be fine.” Bucky’s Brooklyn accent was getting thicker as his emotions rose. He ran his metal hand lightly across Steve’s forehead, pushing the sweat soaked hair to the side. He placed a kiss to the spot, only to recoil. “He’s burning up.” 

“I am aware, Sergeant Barnes.” Doctor Cho said in a tense voice. “We’re working on it.” 

Penny found herself pressed up against the window alongside Vivian now. Felicia kept a tight grip on her left hand. Vivian looked up and Penny could see the fear and doubt in the other girls eyes. Sometimes it was easy to forget just how much Vivian hadn’t experienced. And what she had. Penny reached out with her free hand and grabbed Vivian’s. The synthetic girl gave her a weak smile in thanks, and the three of them huddled together, watching as Steve fought for his life. They were startled when Tony stepped up, placing a hand on Felicia and Vivian’s shoulders. 

Steve heaved again, his voice rising in a bellow, the lines snaking towards his chest. Vision stepped forward to try to restrain him again, and Bucky moved closer. He pressed his forehead against Steve’s.

“Hey, Stevie, I’m right here. You hear me? I’m right here. We’ll get you through this. Alright, Punk?” He had a grim expression on his face. 

“Buck, Buck. I’m sorry.” He managed between screams. “Love you, Buck.” 

“No. None of that. You wait for that.” Bucky said, his voice cracking. 

“Didn’t get to say it last time. Can’t take the chance.” Steve forced out between gritted teeth. He reached out, his hand shaking as he buried it in Bucky’s hair. “It was good, Buck. Not enough, but it was good.” 

“Shut up, Punk. You ain’t dying on me. Not now.” He kissed Steve, desperately, as if trying to hold him there with the strength behind it. 

“The painkillers are wearing off, Doctor.” Vision reported, his voice calm and even. 

“Shit. Already?” Doctor Cho said. She stood up from her terminal. “Bruce is working on an antivenin. He just needs a little more time.” She started to prepare another syringe. 

“See, Stevie? Just hold on. You got this.” Bucky whispered. “You and me, remember? This ain’t the end of the line, pal.” 

Steve bucked again under the assault of the venom in his veins. The black lines were creeping up his neck now, reaching his face. His eyes widened. “Buck. I see you, Buck. You’re so beautiful.” 

He coughed roughly, a spray of thick, dark blood flying out of his mouth. 

“No fucking way. Where’s that antivenin? Hurry.” Bucky was sobbing now. Steve had a peaceful look on his face, his body shivering everywhere now. 

“It’s okay, Buck. It’s gonna be okay. I’ll be waiting for you.” He smiled.

Steve’s eyes rolled up into his head, and his body went limp. 

Bucky howled. “No! You do not get to leave me!” He shook Steve’s unresponsive form. “You hear me, Punk? You do not get to leave me.” His voice fell towards the end, a bare whisper as he dropped his head onto Steve’s unmoving chest. 

The elevator opened again, and Bruce came barreling down the hallway. There was a definite green tinge to his skin, his teeth clenched tightly. Tony pressed the girls, all of whom had tears rolling down their faces, tighter against the window, leaving a wide space for Bruce to make his way through the open doorway. Penny heard him muttering under his breath as he passed them.

“Not now, Hulk. Not now.” He sprinted across the room. Vision, catching sight of the man, stepped around the gurney and pulled Bucky away from Steve’s body. Doctor Cho exclaimed as Bruce literally leapt the last few feet, slamming a long needle directly into Steve’s barely fluttering heart. He depressed the plunger and Steve’s body bucked, tossing Bruce across the room to crash into a bank of machines. 

Everything froze.

Steve started to seize on the gurney, his hands clutching at the metal, denting the titanium. Bucky and Vision rushed forward to hold him down. Foam poured from his mouth, black at first, but soon clearing to a clean white. The dark veins were receding rapidly, slipping away as if they had never existed. The giant hole in his chest bubbled and a flood of thick black toxin was pushed free as the flesh and bone knitted itself together faster than the eye could track. 

“That was not antivenin.” Doctor Cho remarked. 

Bruce was pulling himself from the wreckage in the corner, green bands pulsing across his skin. “No time for it, used the formula.” 

Doctor Cho whipped around to stare at him. “You said we used it all!” 

He shrugged, still fighting the Hulk’s emergence. “I lied!” His voice was a thick growl. He turned and stumbled out of the room. Tony pushed him through another door, leading him away from the medical facilities. 

Steve suddenly dropped back to the gurney, his body relaxing. Bucky reached out to brush the back of his flesh hand across Steve’s forehead. He let out a breath. 

Doctor Cho, still looking annoyed that Bruce had hid the formula from her, was reading the monitors. “He’s stable. Just like the girls.” She looked up at Bucky, approaching him to lay a gentle hand on his shoulder. “He’ll be fine, James. He will sleep for quite a while, but when he wakes up it will be like it never happened.” 

Bucky released another tense breath. He stepped away from Steve’s sleeping form and turned to meet the girls eyes. He patted Vision on the back as he walked out into the hall. “Thanks, bud. I’m glad you were here.” He stepped out into the hall, approaching Penny, Felicia and Vivian. He got close, his eyes meeting Felicia’s. “Thank you.” he said. 

Felicia blinked. “What did I do?” She asked, her voice abnormally meek. 

“You made that formula possible. Without you he wouldn’t be alive right now. So thank you.” He stepped forward and wrapped his arms around the shocked girl. Penny grinned, the sudden release of tension almost overwhelming. 

Bucky stepped back, and Penny saw the moment when the man took a back seat to the soldier. His face closed off, eyes cold with rage. “I want this guy. Friday, what have you got?” 

“I have managed to track the individual to an area twelve miles east of here. The signal is being hidden by the same technology that kept me from finding Penny when Jack O’Lantern abducted her.” Friday answered. 

Tony appeared, his suit building around him. “You know what to do, baby girl.” He said. 

“Indeed, boss. I’ve punched through the interference. I have a location.” She replied. 

Penny grabbed Felicia’s hand. “We’re already suited up. Meet at the quinjet?” She asked. 

Bucky nodded, turning to Vivian. “You coming as well?” 

Vivian’s eyes flickered as she looked at Steve’s silent form and nodded. She turned to look at Bucky and nodded to him, with more determination. “I will. They hurt my friend, I will help.” 

“Then let’s go get those bastards.” He walked to the elevator, everyone filing in with him. 

“We’ll meet you in the hanger.” Natasha’s voice came across the comm network. “I have some interesting information.” 

Penny and Felicia got off the elevator at the hanger, moving to join Natasha, Clint, Sam and Wanda. Tony flew through the open doors with a slightly calmer Bruce, setting down next to the others. Bucky joined them a few minutes later. As the group boarded the quinjet, Vision and Vivian floated to their places. 

Natasha brought up a hologram map of a small industrial area. “Our target is an abandoned industrial complex previously owned by Oscorp. It was shut down, at least officially, three years ago. The interesting news is that it also happens to be the location I tracked our pumpkin headed friend to the last time we saw him. Although I lost the signal soon after. I assume the signal blocking tech had something to do with that.” 

“Correct, Natasha.” Friday interjected. “The signal is still there. Now that I can detect it through the interference, I can report that the tracker you placed on Jack O’Lantern is active and present in the same area the Scorpion entered.” 

“The Scorpion?” Penny asked. “I mean, obvious name, duh.” Felicia chuckled. Penny could detect the nervousness behind it. 

“I must warn you. There are anti aircraft emplacements around the target building. I count six.” Friday said. 

“I’ll set down just out of range.” Clint remarked. “Nat, set up the bikes?” 

Natasha nodded and went to ready the pair of motorcycles that were stored in the back of the quinjet. Tony looked at Bucky. “You want command on this? He asked. 

Bucky nodded. “Vision, can you slip in and disable those AA emplacements? Give our fliers a chance?” Vision acknowledged and faded through the floor. 

“Should I assist him?” Vivian asked hesitantly.

“No. I have a job for the three of you. If Jack O’Lantern is in there, he will want to get his hands on Black Cat. I need you three to take him out as quickly as possible. Friday, what else are we dealing with?”

“I am getting readings that are a close match to the Vulture flight suit, as well as several energy readings that seem Chitauri in origin. I suggest approaching with caution.” 

Tony frowned. “Sam and I can take the birdman, he wasn’t very hard before.”

“As soon as the AA is clear. Nat, I need you and Clint to go in and shut whatever this is down. Be quick and quiet.” Bucky ordered.

Natasha scoffed, “As if there were any other way.” 

The quinjet dropped straight onto the street. The back doors opened. “Wanda, you and I will get the Scorpion.” He checked his rifle. “Stay on coms, stay safe.” 

Tony’s helmet formed over his face, he reached over into Steve’s locker and pulled out the shield. “Take this, Capsicle would want it to be used.” He tossed it to Bucky. Bucky looked at it for a moment before he strapped it to his left arm. 

Explosions could be heard to the east. “That’s our cue. Avengers, move out.” 

Tony took to the air, Sam close behind him. Bucky took off running with Wanda using her telekinesis to boost her speed to keep up to him. Nat and Clint jumped on their bikes and took off down the street. 

Penny looked at Vivian and Felicia. “Well, what are we waiting for?” She slipped out of the quinjet, shooting a web at a nearby building and jumping away. Felicia was right behind her, while Vivian took to the air, flying easily alongside. “Hey. I have an idea.” Penny said grinning. 

It was time to take care of this, and they were more than ready.


	23. Chapter 23

**Notes for the Chapter:**

> Originally I was just going to write this fight from the usual point of view of one of the girls. However I realized that a lot of action was taking place out of their awareness. So I wrote this bonus chapter. Sorry to anyone missing Penny and Felicia, but I just couldn't sum up all the action afterwards. Enjoy!

Jason Macendale groaned as he slumped against the wall. It was getting harder to think clearly. Things slid through his mind and few of them made sense. He pulled himself along, his left leg dragging uselessly. His teeth jabbed painfully into his gums, having grown too long to be contained by his mouth. He had tried pulling them out, but they grew back worse than before. He finally reached the door to the lab, passing through it as it slid open at a gesture. 

The room was filled with the now familiar swirls of color. He blinked, trying fruitlessly to clear his vision. He growled at the futility of it as he surrendered and activated his helmet. The room swam into focus, he could see Scorpion pacing the floor, still crowing about his ‘great victory’. 

Attacking two unarmed men at a baseball game. Such a valiant battle. And he had even let one of them live. Jack O’Lantern had done better, even if he had no explanation why the two women still lived. They should be deep in the ground. It only heightened his paranoia. They had the formula, they must. 

He shook his head. He was Jack O’Lantern, he had to remember. No, he was Jason. Wasn’t he? It was so hard to concentrate. 

“You should have seen the look on his face!” Scorpion crowed. “He knew he was dead the minute I stuck him.” 

“You keep saying.” Toomes remarked, his tone less than impressed. “Still, you got no proof. Jackie boy told us he killed the Spiderbrat but she’s swinging around town as good as ever.”

“She was dead!” Macendale shouted, spittle splattering across his screens. “There was no way anyone could live with so little blood in their veins.” 

“Explain that to my pal Turk, that dead bitch snagged him and the two guys he was selling to just a couple of days ago.” Toomes shook his head. “Unless you’re telling me they got some way of bringing back the dead.” 

“More likely the abilities attributed to the so-called Spidergirl were nothing more than technological tricks. They probably just slapped the suit on some other poor stooge.” Mason commented from his computer terminal. 

“Whatever! You can’t replace Captain America. I killed their leader! Where is Osborn with my reward?” Scorpion ranted. The man was obviously insane. A side effect of the treatment. Luckily, it hadn’t affected Jack. 

Jason, he was Jason. 

“Mr. Osborne is where he has always been, Gargan. In his cell. We all agreed to keep that secret. Don’t forget it.” Mason continued typing away. 

Toomes nodded. “Yeah, we get paid when the pardons go through. Wait for the general, he’ll make sure we get what we’re owed.” 

Macendale shivered. He didn’t trust Ross. Ross wouldn’t help him get the Cat. No, he needed Osborne, he knew what the formula in the thief’s body could do for them. It would save him, make him whole again, make him Norman’s right hand again. They would get it all back. Everything. 

An explosion sounded somewhere far too close. The four men glanced at each other. 

“What the fuck was that?” Toomes spat. He was already headed over to the huge set of wings sitting on their mount. 

“Checking now.” Mason said, he was already sweating. Man was a coward. Brilliant with tech, but a coward. Macendale summoned his rocket board, jumping onto it with practised ease. His vision wavered. The optics in his helmet compensated. 

The screens around the room all activated at the same time. Mason swore, his typing intensified. The cartoon image of Iron Man appeared on the screen, it’s head unnaturally large. It waved a finger at them. 

“Ah ah ah, you didn’t say the magic word. Ah ah ah.” The cartoon said in Tony Stark’s voice. It repeated once and then the voice changed. 

“Hello all.” This voice was feminine, with a distinct Irish accent. “Sorry to interrupt your criminal conspiracy. I’ve been asked to deliver an exclusive invitation to a Mr. Jason Macendale. Would one of you gentlemen happen to answer to that name?” 

The other three all turned to stare at Macendale where he hovered in the center of the room. 

“Hey! I thought I said no rockets in the lab?” Mason whined. 

“Phineas Mason identified. Thank you.” The woman’s voice said. It sounded pleased. 

“It can hear us? What the fuck, Mason? I thought you said we were safe here?” Toomes finished strapping into his rig. 

“Adrian Toomes identified. Thank you. Would the remaining two gentlemen please identify themselves? I really do have an important invitation to extend.” The cartoon Iron Man was smiling and flashing a victory sign at them. 

“I’m Macendale. Why are you? I need to know.” He shook his head. That wasn’t right. 

“Jason Macendale, identified. Please hold on.” 

A second explosion sounded on the grounds. 

“Send someone to check on that.” Toomes shouted. 

Mason typed on his keyboard with desperation. “I’m locked out! Can’t even set off the alarm.” 

The pictures on the screens around the room flickered wildly until they settled on what was obviously a feed from one of the many security cameras dotted throughout the complex. The screen showed the back loading dock of one of the old storage buildings. And standing there, all alone, was the distinct figure of a young woman, her form clad in skin tight black with white highlights, her white hair blowing in a light breeze. 

The Black Cat! Macendale startled, shaking his head. Another hallucination? 

Black Cat waved at the camera, her voice carried across the internal comms. “Hey, I was wondering if little Jackie could come out and play. I’ve missed him so much. No one ever played with me quite like he did.” 

“The fuck?” Scorpion muttered. He turned to look at Macendale. “Thought you killed that one too.” 

“Mac Gargan identified. Thank you. I will now delete your hard drive. Have a nice day.” 

“She’s mine!” Macendale screamed, he opened the roof with his control panel, not even noticing the slight delay. 

“No!” Mason yelled, yanking the side off of one of the mainframes. “They’re in the system! Downloading everything. Stop them!” 

A third explosion echoed through the area. Macendale shot into the sky, hurling himself towards his destiny. His vision wavered again. He couldn’t face her like this. He pulled the last syringe out of one of his pouches. The last bit of the Spiderbitch’s blood. His last bit of sanity. It was now or never. His salvation was right there. He slammed the syringe into his leg and felt instant strength flow through him. 

Vulture screamed into the sky, while Scorpion leapt onto the roof, scanning the area. A blur of red and gold zipped past, taunting the winged man. Vulture took off after him, his new weapons systems filling the air with missiles and energy beams. 

“Scorpion! Come out and face me!” The shout came from the opposite direction from where Macendale needed to go. Smart, separate them, keep them off balance. If he wanted to do things properly, he would grab Scorpion and go after Vulture. Use their numbers to whittle down whatever Avengers had come calling. The lack of gunfire from the turrets told him what the explosions had been. Someone had pulled their teeth. Had to plan. 

But the Cat. Needed her blood. He went after her, as Scorpion roared in answer to the challenge and took off in the other direction. 

\------------------------------------------------------

The Soldier scanned his surroundings. The enemy had the advantage of home terrain. He marked perfect spots for sniper positions, ran the scenarios that led to the best outcomes. Debated the pros and cons of patience over assault. The enemy was unknown, their firepower unmeasured, their response unknowable. Everything that made the Soldier the best, told him to be cautious, pick them off one by one from a distance. Be patient and methodical. 

He wasn’t the Soldier anymore. 

“Scorpion! Come out and face me!” He shouted, standing in the open, shield held casually at his side. A large, low building was at his right, leaving the left open. A man, not the one he was looking for, stepped out of a doorway. He was holding a strange cannon, it’s tip glowing with unearthly blue energy. 

Bucky didn’t even look at him. The enemy raised the weapon, pulled the trigger and a red glow covered the barrel of the weapon and it exploded, throwing the unfortunate henchman back into the building he had come out of. 

Wanda stepped up beside Bucky. “You could have moved or something.” She said. 

“Why? You had him.” His gaze was fixed on the building in front of him, at the roof in particular. He had seen the Vulture take off after Tony, he figured the Scorpion would be close behind. 

“Vision, perhaps be cautious. The men here have Chitauri weapons.” Wanda said softly over the comms. 

“I have already encountered them, thank you love.” Vision answered. “The weapons are interesting. They almost…”He paused for a second. “Scratched the paint.” 

This must have been some kind of inside joke, because Wanda immediately started laughing. Either that or the Sokovian had a really bad sense of humor. 

“Could we at least try to avoid pet names during official missions.” Sam’s voice interjected. 

“Apologies.” Vision said. “I believe I have found the remainder of the armed combatants.” Several bright flashes came from farther off to the left. 

Bucky caught a flash of metallic green from the corner of his eye. Scorpion had circled around, trying to catch them off guard. He lifted the shield slightly, and motioned to Wanda. “Go help Vision round up the small fish. I got this.” 

Wanda nodded and walked away without looking back. 

Bucky turned to watch the Scorpion advance. The part of him that was, and always would be, the Soldier catalogued every movement. Noted how he slammed into the side of a wall, fingertips gouging into the stone, feet sliding. 

No adhesion. 

The man’s tail-like appendage moved in perfect harmony with his movements, slamming into the wall to stop the sliding feet, propelling his leap, adding to the distance. Moving instinctually to balance every footstep, every sway of the man’s body. 

Reliant on the tail for balance. 

He came ahead at incredible speed, focused on Bucky and the shield he held. The Soldier slowed everything down, minutely categorized every flex of muscle, every shift in the enemies pupils. He focused on the eyes. 

Vision unenhanced, hearing normal human range. Reflexes astronomical. 

The tail swung through the air, aimed at Bucky’s face. It created a hissing sound with the friction it generated.

Bucky shifted a few inches off center, brought the shield up, supported by his left arm. The shield absorbed all the impact, instantly negating all forward momentum. Scorpion stumbled momentarily, and Bucky took advantage to slam his fist into the man’s ribs. Once, twice. The third missed as he dodged back with lightning like reflexes. 

Scorpion narrowed his eyes at him. “You think a trick shield can stop me? Nothing can stop me! I am a god!” Spittle flew from his mouth as he struck out with the tail several times in rapid succession. 

Bucky stayed on the defensive, his face showing nothing, his eyes giving nothing away. The tail slammed down into the shield again and again, it was simple to deflect and defend. No effort at all. The hard part was the slow retreat, aiming Scorpion the way Bucky needed him to go. 

“That’s right, run away. I’ll kill you like I killed Captain America!.” Scorpion was so intently focused on getting passed the shield that he was unaware of anything else surrounding him. 

“Well, since you didn’t kill Captain America, that makes me feel a whole lot better.” Bucky said grimly. He had just stepped passed the corner of the building. 

His comment made Scorpion hesitate just slightly, his tail just a tiny bit slower, a little less coordinated. So when the massive green hand shot out and caught it, the villain was thrown completely off balance. 

Bucky lowered the shield and hopped back, away from Scorpion’s striking range. “You came close though, and that pissed me off. You know who else you pissed off?” Bucky let the smirk surface, the first emotion he had shown since Scorpion had appeared. 

Hulk pulled Scorpion off the ground, his hand wrapped tight around the tail, just under the deadly stinger. He roared in the villain’s face and grabbed him around the waist. Scorpion writhed in the grip, but for all his power, he was a weakling compared to the jade giant. 

“Bug hurt Flag man. Hulk hurt bug.” He pulled, and the tail tore from the suit with a screech. Sparks flared from the severed end and Scorpion screamed. Hulk dropped the man, taking the tail and moving aside. 

Scorpion struggled to his feet, his movements off, his face covered in sweat. Without the tail his movements were less dextrous, almost like he was drunk. 

“Feedback hurts like a bitch, don’t it?” Bucky asked conversationally. Hulk plopped down, sitting on the ground and began to tie the tail into knots. It wasn’t working well and he only ended up separating the pieces. 

“Star man talk too much.” Hulk grunted. “Star man smash more.” 

Scorpion screamed in rage and pain, he took a swaying step towards Bucky, who saw his moment. He hurled the shield so that Scorpion's foot landed on it, causing him to trip towards the furious soldier, who took advantage of the movement to slam his metal fist directly into Scorpion’s face. The crunch of bone was satisfying. 

Scorpion stumbled back, spitting out blood and teeth. “You’ll pay for that!” His words were slurred. 

“So make me pay.” Bucky said, intentionally keeping his tone even, goading the villain. 

Scorpion rushed forward, swinging his right arm. Bucky blocked with his left, the servos whining at the sudden stress. He threw two hard shots into Scorpion’s gut with his right. The villain brought his left hand up and tried to grapple with the soldier. Bucky let him. They pushed against each other for a moment, Scorpion’s greater strength offset by Bucky’s experience. He held against the overwhelming force just long enough to let Scorpion think he was getting the upper hand, and then he simply twisted away, leaving the villain pushing with all his strength against nothing. Scorpion pitched face-first into the ground. 

Bucky walked calmly around the fallen man, stretching his arms out and shaking his hands lightly. Scorpion pushed himself back to his feet, spitting dirt and more blood. He roared in rage and lunged, hurling a massive fist at Bucky, who turned and punched the approaching fist with his own metal one. The collision shattered the bones of Scorpion’s hand. He screamed and dropped to the ground, cradling his wrist. 

Bucky shook his head. “Can’t lie, kinda disappointed.” He stepped forward and kicked the man in the head with intent. Scorpion went down and didn’t move. 

Bucky leaned over and grunted. “Ah, well. Still breathing.” He motioned to Hulk, who had completely disassembled the tail. “Want to bring this piece of trash? We should see how the others are doing.” He picked up the shield reverently. 

Hulk got to his feet and scooped the unconscious man off the ground. He slung him over one shoulder and followed Bucky towards the main complex. 

\---------------------------------------------

Tony cursed as he chased after the volley of missiles that Vulture had launched at the highway. Cars travelled along in both directions oblivious to the danger hurtling towards them. 

He had been looking forward to a little light dogfighting, pitting his obviously superior tech against Toomes’ scrap pile. He was even going to play nice and keep it to the simpler weapons. Of course Vulture had to be an ass about the whole thing and open fire on civilians. 

“Come on baby girl, give me some good news.” He muttered mostly to himself. 

“We have lock, Boss.” Came the welcome voice he had been waiting for. He activated his shoulder launchers and his missiles fired, impacting and destroying the ones Vulture had launched. “All missiles accounted for.” Friday reported. 

It had been a strategic move. One designed to take Tony out of play long enough for the scavenger to escape. Now to see if it had worked. 

“Talk to me, Tweety.” He said over his commlink. 

“Seriously? Come on, man. Is it really so hard to call me Falcon? It’s not like I’m asking you to use my name.” Sam replied, bringing a grin to Tony’s face. If he was joking like that, Sam had everything well in hand. 

As Tony jetted back towards the fight he magnified his vision to take in the sight of Vulture flying in random patterns. He was trying to alternately escape, or fire upon the red winged hero. Sam had a great advantage in speed and maneuverability, and he was proving it by literally flying circles around the frustrated Vulture. Unfortunately the small caliber automatic pistols Sam favored in combat weren’t up to the task of piercing Vulture’s armor. 

Vulture’s engines cut out and he dropped, throwing Sam off his rhythm. He spun on a wingtip, trying to line up with the plummeting villain, only to have Vulture ignite his engines and shoot up much faster than Sam expected. He barely banked out of the way, only to have a blue energy bolt sizzle past him, far too close. He spun, placing his wings between them, falling slightly as a second bolt was deflected. 

“Where did he get all this ordinance?” Sam yelled. 

“Good question, we’ll ask once we finish up here.” Tony remarked, finally making it back to within range of his weapons. “Friday, I’m done here. Fire the EMP limpet.” 

A small round projectile flew from a pod on Tony’s back to land with pinpoint accuracy on Vultures wings. There was a brief flash of electricity and the wings stopped working. The villain dropped like a stone. Tony maxed out his thrusters, diving for the falling man. 

“Get ready to catch.” He said to Sam. 

Sam let himself fall at the same rate Vulture was dropping. Tony swooped down, firing a short burst of laser slicing the main portion of the wing pack off completely. He grabbed a hold of the heavy suit and thrust away from Vulture. Sam unfolded his wings and caught the man under his arms and began to circle down towards the ground. 

“And this birdman is going back to Alcatraz.” Tony quipped. 

“Hope everyone else is doing just as good.” Sam remarked as they landed. 

\---------------------------------------

Clint stepped around the corner, his bow drawn. He released and the arrow flew towards the thug that had just stepped out of a door in one side of the hallway. The center of the arrow flashed with a small explosive charge and it split in two, a fine length of wire connecting the split pieces of arrowhead as they dug into the wall on either side of the surprised man. The wire lit up with a crackle of electricity and he shuddered and went limp. His body fell into the wire, at which point the arrowtips pulled free from the wall leaving him to crash face first into the floor. 

Clint sighed as he slipped a toe under to flip the unconscious man over, wincing at the obviously broken nose gushing blood. “Ugh. Gonna have to work on that one.” 

“What was it supposed to do?” Natasha inquired curiously as she tossed a taser disk in a leisurely fashion, dropping another crook. 

“Supposed to hold him up against the wall.” They walked along, seemingly unconcerned as they made their way to the control room. 

“Try using grapple anchors on the tips.” Natasha said.

“I’ll work on it later.” He shot an arrow trailing sleeping gas into the last of the rooms in the small living complex they had infiltrated as Natasha closed the door and jammed it shut with a capsule of expanding epoxy. “Speaking of working on it…” He trailed off, giving Natasha a meaningful look. 

“Not now.” She said, her expression, steel to anyone else, told him she was bothered. 

“If not now, when?” He quirked an eyebrow.

“Are you seriously quoting Hillel the Elder to me right now?” She asked. 

“Uhh. I thought it was Kennedy.” 

“Nah, he stole it.” She started working on the electronic lock to the laboratory. 

“You know Friday could do that, right?” Clint slouched against the wall. His bow was pointed back the way they came, an arrow held between two fingers. 

“Don’t want to get rusty.” She murmured. 

“You are going to have to tell her someday, preferably before she finds out for herself.” He continued, refusing to drop the subject he knew his best friend was almost desperate to avoid. 

“I know. It’s just…..you know how everyone will react.” The lock gave out a small beep. 

Clint stepped forward, kicking the door in. He rushed into the room and fired three arrows in quick succession. The first two hit and disabled the turrets that were just starting to cycle up and the third wrapped a tight net around the portly man frantically working at the computer station in the center of the room. Phineas Mason dropped in a grunting heap onto the ground. 

Clint walked up and rapped the fallen man across the temple with his bow, knocking him unconscious. “Fuck everyone. Does she make you happy? Because I think that of anyone I know, you need to be happy, Nat. So if you think I’ll stand by and let you throw away the first true peace I have ever seen you have because of ‘everyone’, you don’t know me at all.” 

Natasha leaned against the wall, her brow furrowed in thought. “I can sleep when she’s there.” The confession was torn from depths that even Clint had rarely been allowed to see. Her eyes had a light sheen to them. 

He hung his head. “Fuck, Nat.” He walked over and slumped against the wall beside her, not touching, but close enough that she could feel his body heat. “You need to take this seriously. It’s going to fuck with your head.”

“It already is.” She stepped around the corner, firing three shots from the I.C.E.R. guns in her hands. Three thugs that had been creeping up the hall seized and dropped unconscious. 

“The building is now free of hostiles.” Friday said. 

“I’ll talk to her when we get home. Fuck. Penny is going to kill me.” Natasha said. 

Clint snorted. “Talk to Felicia first. I’m pretty sure she’ll be on your side. Plus she can wrap Penny around her finger when she tries.” 

“You think?” Nat looked contemplative. 

“Yeah. I think.” He grinned at this friend. “You might not want to tell May, though.” 

Natasha groaned, pushing Clint. “You just had to, didn’t you?” 

“Hey, I would be a shit friend if I didn’t warm you up for the absolute storm of teasing Tony will throw your way.” He said. 

Natasha just groaned again, then she shifted, all expression and emotion vanished behind the steely eyes of the Widow. Clint straightened up just as Vision drifted through the wall. How the hell she did that, he would never know. 

“Wanda and I have disabled all opposition outside. The majority of the men were paid. A few have strong ties of loyalty to Mr. Toomes and Mr. Mason. Two of those remember seeing two important men enter the complex. One of those men was a military official of some kind.” Vision informed them. 

“Well, that proves a theory of mine. I have some calls to make.” Natasha sauntered off, her shell firmly back in place. Clint sighed and rubbed the back of his neck. He hoped the others were doing okay.


	24. Chapter 24

Felicia took a deep breath, readying herself for what came next. 

“Keep calm, babe. I’m right here.” Penny’s sweet voice reassured her. She was out of sight, but close enough to cover the space in a single leap. 

“Ready in five. Four. Three.” Kay said. 

Felicia silently finished the count, put her hand on one hip and waved her fingers playfully at the camera mounted on the back of the building in front of her. “Hey, I was wondering if little Jackie could come out and play. I’ve missed him so much. No one ever played with me quite like he did.” She said in a pouty, sing-song voice.

“Is it wrong that I am getting turned on right now?” Penny asked. 

“I would say that now is an extremely inappropriate time to do so, yes.” Vivian muttered through the radio link. 

“Can we focus on not letting me be clobbered and drained of blood please?” Felicia asked nervously. 

The sound of the pogo rocket gradually increased. It took a good deal of self control to keep herself from bolting into the shadows. 

Jack O’Lantern rocketed over the rooftops, the platform somehow balanced on a single point of flame. His green armor and bag of tricks sent a shiver down Felicia’s spine. Nothing was as fearsome as the flames coating the pumpkin shaped helmet he wore though. That ghastly grin, lifeless and disquieting. 

Felicia prepared herself to dodge whatever vile thing he was going to throw at her, her awareness heightened to painful levels. 

He didn’t attack though, her hesitation confused him. Or so she thought, because he wavered there, mere feet away from her. He lowered on his needle of flame until he was hovering as close to the ground as he could. 

“You came!” His voice was harsher, more artificial than it had been before. “I knew you couldn’t. Being here. Staying away.” He shook his head savagely. “You can save me.” 

Felicia wasn’t quite sure how to react. They hadn’t planned for this. 

“How can I save you? Is it that ‘give me all your blood’ thing? Because I am really not into the whole vampire act.” She kept her anxiety inside, blinking stupidly, doing her best bimbo impression. 

“No. Wait. Not vampire. Need the blood.” He was growling. “You are my destiny. I made you, so you could save me.” 

Rage flooded her. “You made me? You want to talk about destiny? You killed me! You killed my father. You destroyed my life!” She was shouting, moving towards him, her vision filled with red. 

“Needed to. It was. Destiny?” He said, wavering, his hand dipping towards the bag on his waist. 

She paused, only a couple of feet away now. She wondered if she should just leap, finish it now. Extend her claws and bury them in his flesh. Watch him bleed out, like he had watched Penny bleed out. 

Penny. She wouldn’t want Felicia to kill. She had stopped her before. It would hurt what they had. Not destroy it. Nothing could keep them apart, she knew that now, but it would hurt. 

She touched a finger to her lips as though in thought. “You're right!” She forced more optimism into her tone than she felt, her mind flitting from one thing to another. An idea started to form. 

Jack O’Lantern stuttered on his pogo rocket. It flickered out and burst on again, nearly spilling him onto the ground. “I am? Right? Wha...?” 

“About destiny. It was destiny. Destiny that made my father take that formula. Destiny that made me run. Destiny that made you kill me. So that I could come back, so that I could be better.” 

“Yes! See. You see!” He cackled. He reached out, as though he expected her to step into his embrace, to let him drain her right there. Nausea flooded her at the very idea of feeling those hands on her, vibranium outfit notwithstanding. 

“You got one part wrong though.” A small line of text in the corner of her visor alerted her. They knew whatever tech he was using in his helmet gave him incredible senses so they had refrained from using verbal communication. “You made me. It was destiny. I wasn’t destined for you, though.” 

She concentrated on her memories of Penny, how she made her feel complete. More alive than she had ever been. She let her feelings show on her face. She felt light, as though a glow was coming from within her, the glow that was the love she and Penny shared. 

“I was destined for her.” 

As if on cue, Penny appeared on the top of the nearby building. She crouched on the ledge in her trademark Spider pose. It made Felicia shiver inside. 

Her Spider. Her girlfriend. The love of her life. And, like she told the maniac, her destiny. 

“Hi! Remember me?” Penny quipped. “I forgot to give you something last time.” She tossed a small round object towards Jack O’Lantern, who reacted by trying to catch it. The small web bomb exploded in his hand, hurling him off his platform and wrapping half of his body in thicker than normal webbing. He slammed to the ground with a barely audible grunt, his helmet and armor absorbing most of the impact. His left arm was completely trapped, stuck to his torso along with the bag of tricks. He had just barely managed to keep his right mostly free. 

Felicia cautiously approached him. 

“He just sent a wireless signal.” Kay informed her. Felicia froze. 

The sound of the pogo rocket activating had her spinning to see it rising into the air, blades had sprouted from the edge and it started spinning. The disc shot towards Felicia, the blades becoming a blur. She reacted easily, leaping upward to clear the disc, but it changed direction without any warning. She twisted herself in that special way she could, dropping towards open space. The disc adjusted. Felicia’s whiskers let her feel things before she touched them, not like Penny’s special warning sense. She tried to adjust her fall, but there was so little room left. The blades were inches away from lacerating her. 

Two small impacts hit her shoulders. She barely had time to notice them, all her attention focused on the impending collision. She was jerked back, away from the disc, and flung upwards. She twisted again in the air and fell into Penny’s arms. She slipped her arms around her girlfriend’s neck, giving Penny the ability to release her with one of hers so that she could send a web out, pulling them safely onto a rooftop.

“Karen, can you jam his signal?” Penny asked as they spun, seeing the bladed platform barreling towards them. 

Felicia didn’t wait for an answer, she ran towards the edge of the roof and jumped. As she approached the disc she heard Penny shout her name in a panic. She dropped at the last second and slid beneath the platform, turning her head to the side to protect it from the column of flame. Her claws sank into the metal and it gave a fearsome shriek as it lurched off in a random direction. Felicia leapt to her feet, patting at her hair to see if any of it had burned. 

Penny landed beside her, radiating fear and anger. “What the hell was that?” 

Frowning at the feel of scorched hair she turned to Penny with an apologetic shrug. “It worked.” 

Penny was running her hands across Felicia, probably looking for injuries. The suit had excellent heat protection though, and Kay had jacked the AC to max at the last second. She had been completely safe. Except for her head, she hadn't taken that into account. 

The bladed disc was careening around, obviously trying to compensate for the damage to the thruster. 

“Oh, Cat. Is your head burned? Your hair is all singed.” Penny said sadly. 

“My head’s fine, what about my hair? Is it bad? I don’t want to know.” She kept pulling on the singed part, trying to gauge how big it was. 

“Not too bad, I guess. It'll take some trimming to even out though.” Penny was still running her hands over Felicia, now in a way that had Felicia feeling warmer than she had when the flame had passed over her. 

“Spider!” She whined, squirming slightly, “Not in front of the bad guy.” She spared a glance at Jack O’Lantern, only to realize that he had gotten free. He was moving in their direction, pulling the last scraps of web off of his bag, trying to dig one of his bombs free. His left leg dragged behind him. 

Penny lifted her arm and webbed him back to the ground. He struggled against the sticky lines, but his single functioning leg didn’t seem to have the strength to break him free. 

“Is it just me, or is this a lot easier than last time?” Penny asked. Felicia could hear the frown in her lover’s voice. She was ecstatic that Penny had stopped using that awful voice synthesizer. 

“I think he’s sick or something.” She answered. 

“Don’t ignore. I am….” Jack O’Lantern sputtered, incoherent. He managed to pluck a sphere from his bag and he hurled it through the air at them. Both girls flipped away, letting the grenade explode in the space they had occupied. 

Penny landed on the side of a building, while Felicia gracefully rolled to her feet on the opposite side of the area the ‘battle’ was taking place in. Except for the burning it hadn’t been particularly dangerous. 

They had forgotten the wheel of death. 

It zoomed towards Penny, who jumped away from the wall, only to be met by a cloud of razor sharp, bat shaped projectiles. Felicia saw the moment Penny’s sense was overwhelmed. Too many little dangers clouded the big one. She got ready to jump, to intercept the bladed monstrosity sputtering towards Penny. It shuddered and slipped, the random movements making it even harder for Penny to predict. The bats slid harmlessly off her suit, but they had done their job, she couldn’t move in time. 

Felicia wasn’t going to make it in time. 

A flash of red and green rose from the ground between Penny and the disc. Vivian drifted swiftly into position and then simply stood there. Felicia’s eyes widened as she watched the ground under Vivian’s feet dimple, as though the slightly built girl had suddenly gained thousands of pounds. The disc slammed into her. 

Penny and Felicia both shouted in horror, as the disc exploded. Penny flipped around, finally setting down near the flailing Jack O’Lantern. Without taking her eyes off the shrinking ball of fire, she struck out with an elbow, shattering the helmet and sending the villain to the ground. There was an audible snap as his left leg refused to bend. 

The ball of flame disappeared, revealing Vivian. Her shirt and pants had been all but disintegrated and she stood in a scorched bra and the scraps of cloth that remained of her cargo pants. 

She turned her golden gaze on the girls as she wiped some soot from her face. “That was one of my favorite shirts.” She pouted. 

Felicia ran over to her. “Holy shit! Are you okay? How the hell did you survive that?” She frantically ran her hands over her, wiping streaks of black off the smooth red skin. 

Vivian gave one of her flickering blinks. “I made myself dense, of course.” 

Penny gave a shocked gasp, drawing their attention. She was standing over Jack O’Lantern, his helmet had cracked and was lying in pieces around him. His face though. It was horribly disfigured, large gaps showing pale bone through them. His eyes were a milky yellow, with no visible pupils, and he had great twisted teeth growing from his mouth, several actually piercing the remains of shredded lips. Black froth dripped from his mouth and he struggled to focus on them. He was making incoherent sounds. 

Penny backed away, watching in horror as parts of his face healed, only to immediately rot away again.

Jack O’Lantern pushed himself to his feet, the gurgling sounds he made bringing a wave of nausea over Felicia. She put a hand over her mouth as the smell hit them. Vivian’s face scrunched as she turned her head and gagged. 

Jack O’Lantern walked towards Penny, his broken leg making horribly wet, grinding noises and splattering black blood onto the ground. He reached out, mouthing something that couldn’t be made out through the gurgling. Felicia stepped forward and pulled Penny away, her girlfriend too shocked to move fast enough on her own. Snapped out of her daze, Penny began shooting webs at him, covering every inch in the strongest webs she had. Felicia simply clung to Penny, one arm wrapped around her girlfriend’s waist. Vivian moved over and Felicia took Viv’s hand, gripping it tightly. The three of them watched as Jack O’Lantern frothed and raged against the webs. Penny had layered them so thick that the man had no movement other than his head. He glared at them, foaming at the mouth. 

Kay’s voice snapped Felicia out of her daze, it carried a slightly worried tone. “Mr. Stark is trying to reach you. Should I break radio silence?” 

“Uh. Yeah, yeah do that.” Felicia muttered as she kept staring at the manlike thing struggling to free itself. 

Penny jolted as Tony’s voice erupted over the coms. “...it, Penny, answer me. I’m coming.” 

The three girls turned as one to see the red and gold figure come dropping from the sky, landing in his trademark tripod pose. He stood, his helmet slipping back, only to recoil as the stench hit him. 

“Oh my god! What the hell is that?” He took in the mess that was Jack O’Lantern. “Huh. Looks exactly like that pumpkin I left on my front porch until the end of November.” He turned to the girls. “Everyone okay?” 

They nodded, eerily in sync. He blinked, shaking his head. “When did my life get centered around teenage girls.” It was said low. Of course, the three of them could hear him. 

Without thinking, Felicia answered. “Consider it practice.” She blanched and bit her lip, hoping he didn’t notice. 

Jack chose that moment to start rambling again. They made out the words ‘destiny’ and ‘right hand’ but the rest was lost in the gurgles. 

Tony shook his head and focused on the madman. “I called some friends, we’ll have everyone in custody soon. I think the three of you have had enough, so why don’t you head back to the tower. I’ll see you there.” 

Penny shook her head. “No. I need to see this through. I…” She turned to Felicia, “We. We need to know he isn’t coming back. That we can stop waiting for him to come after us again.” 

Tony sighed deeply, but nodded. “Fair.” He turned back to the man struggling against the webbing, if he could still be called a man. “He looks like those things we fought outside Osborne’s that night.” He rubbed his hand over his chin. 

“He’s suffering.” Vivian’s voice was low, almost sorrowful. 

“What?” Felicia asked.

“He’s suffering, his body is caught in a loop. It’s shutting down and restarting. His heart, lungs. Hell, everything.” She gestured. “His readings are all over the place.” 

Felicia blinked. “I’ve never heard you swear before.” 

Vivian shrugged. “Hanging around you? It was bound to happen sooner or later.” 

Tony had bent down to retrieve the broken helmet, he grimaced at the thick globs of...something...that coated the shattered screens. “I think the suit was stabilizing him somehow. Not horrible. I mean it’s crap. Still, better than Hammertech.” 

“So, he’s what? Dying?” Penny asked. 

Vivian shrugged. “I think so? I mean I’m not a doctor or anything. And WebMD thinks it’s cancer. Friday says his vitals are almost the same as the so called goblins you all fought. The ones that self-destructed.” 

“How’d you get a com? Did we give her a com?” Tony asked. “Also why aren’t you wearing clothes?”

Vivian’s face flushed a deep plum color and she crossed her arms over her chest, but Tony had already jerked his head away. 

“Umm. Nat? Can we get some clothes for Robotica?” He continued to keep his gaze locked on Jack O’Lantern. 

“Why? What happened to what she was wearing?” Natasha asked on the com, her voice suspicious. 

Vivian’s voice echoed through the channel, which was weird since she was standing right beside Felicia and hadn’t even opened her mouth. “They were blown up. I’m not completely naked though.” Although she was standing there, not using her mouth to speak, Felicia had to laugh when Vivian’s face got a petulant look on it. It matched her tone so perfectly. 

“You were blown up?” Wanda’s asked. She sounded truly concerned. Vivian cast her eyes towards the ground, like a child expecting a scolding. 

“No sweat, Wanda.” Felicia interjected, before anyone else could. “She saved Spidergirl, and she’s fine. We’re all fine.” 

“Well. Good then. We are on our way.” Wanda went silent. Felicia wrapped an arm around Vivian’s shoulder and squeezed, hoping to encourage her. She knew the whole thing between Vivian and Wanda was complicated. 

It was at this moment that Bucky walked around the corner. He was alone, the shield strapped to his back. Felicia caught the way his eyes catalogued everything, quickly and efficiently getting a total scan of the area. “Toomes and Gargan are strapped down, their tech disabled. Hawkeye has the thugs wrapped up waiting for the police.” He eyed Jack O’Lantern warily. 

“How long until we can move him?” Tony asked, gesturing to Jack O’Lantern. 

“Oh..umm, like, an hour?” Penny guessed. “I used the reinforced webbing, you know the stuff we haven’t perfected the dissolver for.” 

Jack O'Lantern had been relatively quiet up until then. Now however, he started to speak. It was low at first, but it soon grew in volume. “No. I have not lost. I am strong. I will have my destiny.” His eyes were glued to Felicia in a way that made her feel small and fragile. She backed away.

“No!” He shrieked. There was a muffled beeping from within the webbing. 

“Get down!” Bucky yelled, pulling the shield around. Tony’s helmet shut and he raised his hands. Penny spun and grabbed Felicia, sending a webline away as Vivian rose swiftly into the air. Penny set down on the roof and they spun to look at the scene below. 

The explosion, when it came, was deafening. The webbing guided the majority of it straight up, but jets of flame and shock spouted from gaps in the webs. Felicia had to look away, burying her head in the hollow of Penny’s throat. When the dust cleared there was nothing left of Jack O’Lantern but a smear of black in a crater on the ground. Bucky stood up from behind the shield, his boots smoking. Tony lowered his hands and the nanos that formed a barrier between him and the explosion crawled back into the arms of his armor. 

“Damn it! Vision, get the girls home. Now.” He spun, the glowing slits of his eyeholes centering on Felicia and Penny where they stood on the top of the building. Felicia felt Penny tense up beside her. 

Felicia stepped forward. “Is he dead? Like all the way dead? Are we sure.” 

Bucky raised an eyebrow, looking at her, his expression clearly asking if she had somehow lost her mind. He nodded. “I have rarely seen someone as dead as that.” He deadpanned. 

“Good.” She spat. She turned to Penny and wrapped her in her arms. “It’s over.” She whispered. “We can forget him now.” 

Penny turned them away from the others, nuzzling into Felicia. “I can’t ever forget him.” She whispered. 

Felicia flinched, looking at her girlfriend. Penny shook her head. 

“Not here.”


	25. Chapter 25

Penny finished peeling the suit off and placed it in it’s cubby. It would be clean and ready the next time she needed it. Hopefully not for a while. She didn’t try to stop the smile that spread across her face as Felicia slipped up behind her, wrapping her arms around Penny. Felicia placed several small kisses on Penny’s collar bone as she deftly unclasped Penny’s bra. Penny turned into her girlfriend's embrace, reaching around to help Felicia in turn. They stood sharing small, tender kisses, until Felicia squirmed and nipped at Penny’s lip. 

“Shower?” Penny asked breathlessly. 

“Mmm hmm.” Felicia sighed into her neck, licking along the pulse point. 

As they slipped into the bathroom, Felicia hesitated. “What did you mean?” 

Penny didn’t need her to elaborate. She sighed, her arousal fading. “I can never forget him.” 

Felicia looked at her with concern, but Penny held her finger to Felicia’s lips. 

“Not like that.” She smiled. “Without him, there would be no you. I hate what he did, but I can never hate the result. Ever since the first time I saw you, I felt as though you were made for me. In a way, he made you. So I won’t forget him. He was sick, and evil, and everything I will always stand against.” She brought her hands up to cup Felicia’s face. Felicia was looking at her in that way. The look that made Penny feel both overwhelmed and so accepted. “He was all those things, and yet he brought us together. So I won’t forget him.” 

Felicia blinked, her brilliant green eyes glistened with a smattering of unshed tears. “If...if you could change things.” It was her turn to push a finger to Penny’s lips to stop the sudden outburst she was going to make. “If you could go back and stop him that day. Would you?” 

Penny realized what Felicia was asking, because if she had stopped it, then Walter Hardy would not have died. And Felicia would have still had her old life. Emotion welled up in Penny, a slightly nauseous feeling, mixed with a fluttering in her stomach. It was not a pleasant combination. She shook her head, tears forming now. 

“No. Felicia, I’m sorry. No. I wouldn’t. I couldn’t.” She looked away, afraid to meet Felicia’s eyes. “I can’t live without you. Now that I have you, now that I’ve felt this. Maybe it makes me selfish, or...or...something. I don’t know.” She looked back into those glistening green eyes. “I need you. I will always need you.” 

Felicia grabbed her and kissed her, hard enough to bruise. When the kiss ended she pulled back and met Penny’s eyes, her expression fierce. “I wouldn’t either. I don’t care what that makes me. All that I care about is you. Being with you.” She kissed her again, softer, longer. “Feeling you.” Her hands slid across Penny’s body. “Hearing you, tasting you, smelling you.” She was peppering kisses all over Penny’s face. 

The nauseous feeling faded, leaving only the fluttering,that sank lower and became a damp throb.

They didn’t make it to the shower. 

/------------------------------/

Penny sat at the table the next morning, her chair and Felicia’s as close as they could get them, as usual. It made for some difficulties in eating, at least eating her own food. Felicia was currently slipping Penny a forkful of pancake smothered in whipped cream and strawberries. She happily chewed on the sweet treat, never taking her eyes off her enchanting girlfriend. Felicia’s eyes drifted down, watching as a single drop of strawberry juice started running down Penny’s chin. She grinned as she darted in to quickly lick the drop away. Penny grinned back, chasing her lips as they parted. 

“Is this normal?” Penny looked up, startled, as Tony leaned against one of the kitchen walls. 

Wanda heaved a sigh. “You just have to, kind of, tune it out.” 

“I think it’s cute.” Vivian said from her place at the counter. She was experimenting with smoothies. Considering their unending appetites, Felicia and Penny were only too happy to be her guinea pigs. 

“Huh.” Tony blinked as Vivian placed a tall glass of reddish drink on the table in front of him. He took the hint and dropped gracelessly into the chair. His hair looked strangely messed up, as if he had been running his hands through it. 

Penny took a moment to look him over, noting the darting eyes and the hint of sweat on his brow. He was nervous about something. 

“So, Pen. When do you want to start talking about MIT?” He said, taking a sip of the glass. His eyes widened and he lifted the glass in Vivian’s direction before taking a much larger drink. Vivian beamed. 

Penny froze. With everything that had happened, she had forgotten about school. School that was over two hundred miles away. So far away from home, from Tony and Pepper. From May and Happy. 

Two hundred miles away from Felicia? 

“MIT?” Felicia asked in a small voice. Penny reached out, grabbing her hand and squeezing. She looked at Tony, torn. 

“Yeah. Actually, I think we need to talk. Once you're done here, come up to the penthouse. Please.” Tony got to his feet and started for the door. He stopped and came back to finish the drink first. “Damn good, Mixmaster. Thanks.” 

After he was gone Vivian frowned. “The nickname thing was way funnier when it was everyone else.” 

Felicia was looking at Penny, not moving, not eating, not being playful at all. Just looking. And Penny, because she had no idea what to do, just sat there and finished her breakfast, no longer tasting it. Finally she looked up to meet Felicia’s eyes. Those amazing emerald orbs with their vertical pupils, all wide and hopeful. 

Before she could say anything Wanda got up from where she had been sitting, using her powers to clean the dishes. “Thank you, Vivian, for breakfast. It was delicious, as always. I’ll see you all later. I have a few errands to run in town.”

Vivian stood up straight and took a deep breath. “Did you need any help?” Her whole frame was rigid even though Penny could tell she was trying hard not to show it. 

“Oh. Uhh, no. No thank you. It’s nothing.” Wanda muttered and left. 

Vivian held an almost convincing smile on her face until Wanda was gone, then she deflated and dropped into a chair, putting her head in her hands. 

Penny went to get up, to go and comfort her friend, but Felicia placed a hand on her thigh and pushed. It would probably break the chair if she struggled, so Penny sighed. “I forgot. With everything that happened. I was supposed to enroll in September.”

“Supposed to? Penny, you can’t pass up MIT.” Felicia said quietly. 

“I can’t...I mean, I don’t….Felicia?” She tried, her thoughts muddled. She wanted to go, to prove to Tony that she had learned from him, that she was worth all the time he had invested. Could she just go though? What about the Avengers? What about her friends? And most of all, what about Felicia?

Felicia gave Penny her most dazzling smile. “Silly Spider. I’m coming with you, of course. Just, think about it?” 

Penny nodded. “I will.” She said, returning the smile. “I better go see what Tony wants, though.” 

A quick kiss turned into two and would have continued had Vivian not cleared her throat. A completely unnecessary action that got their attention just in time for Natasha to walk into the kitchen. Penny smiled widely at her sister.

“Hey, girls. What’s everyone up to today?” Natasha asked as she sauntered into the room. 

Vivian perked up. “I made a new smoothie. Want to try?” 

“Sorry, not right now. I just came to see if Felicia had a minute to spare.” She raised an eyebrow at the girl in question. 

Felicia nodded. “Sure. Penny needs to go talk to her dad anyway.” She hopped up, pausing to kiss Penny again, then followed Natasha away. 

Penny gave Vivian a sympathetic look, “Hey, after Felicia and I are done, do you want to go out? Maybe see a movie?” 

Vivian smiled. “I’d like that.” 

Penny made her way up to the penthouse. When the elevator doors opened she stepped out into pandemonium. The usually pristine living quarters was a mess of boxes and piles of furniture. Pepper was running around behind Dum-E as it dragged a sheet across the room. 

“Pepper? What’s going on?” Penny asked. 

“Oh! Penny. Well, actually Tony will tell you everything. He wanted to. He’s in there.” She pointed at Tony’s office. Which was strange, as far as Penny could remember he had never once used it. She knocked on the door, thrown off by the strangeness of it all. At Tony’s call she entered. 

He was sitting behind the desk shuffling through several papers. A large manila envelope sat on the side of the desk closest to Penny. It had her name on it. Tony looked up at her, his face running through several emotions, finally settling on something like nervous anticipation. 

“Hey, kiddo. So I did a thing.” He raised his hands defensively. “I know. I know. I should ask before I do a thing. Pepper keeps telling me that.” 

“What thing? Do I want to know?” He is drumming his fingers on the wood now. 

“Well see.” He nods to the envelope. “That’s for you.” 

Penny hesitantly picked up the envelope and opened it. It contained several sheets of official looking papers, as well as two certificates. No not certificates. She pulled one out, reading it, then re-reading it. She looked up at Tony, sure her face was frozen. Everything wavered in her mind for a moment. He looked mildly anxious. She pulled the second paper. No, she had to face facts, the second diploma. She read that one three times, then fell into the chair. She looked up at Tony.

“Wha...Is this? I...Dad? What?” 

Tony cleared his throat, fiddling with his cufflinks. “So all that boring work I’ve had you doing wasn’t actually my boring work. My work would never be so...boring. Umm. It was classwork. I pulled some strings, paid some fees. You know. So yeah.” A quick smile faded into tenseness. 

Penny looked at the diplomas again. She tried to think through the buzzing. 

“Yeah. I kinda didn’t have all the lab stuff here to get you enough class work for two doctorates. I hope the one will do for now. I mean a master’s isn’t bad right? And you don’t need to go around making people call you Doctor Parker. Unless you want to. I mean I have like four of them but I never use the title. The Stark name was usually good enough to pick up dates, not that you have a problem there obviously. Can you please say something? You’re starting to freak me out.” 

“I have a PhD? How do I have a PhD?” She shook her head. 

“PhD in electrical engineering and computer science actually. It’s what I know best so it was easier to slip the syllabus in as lab work. The masters in chemistry is based on the work you’ve done with your webs.” He shrugged. “You’re brilliant, kid. I didn’t see the need to send you away for years when I had the means to make it happen sooner. Most of it is wasted time, in my opinion anyway. Stuffed shirt professors trying to make themselves look smarter than you. I pared it down to the things you need to know. Also if you want it there’s a position for you with Stark Industries. No rush. It’s there whenever you want it. 

Penny couldn’t stop herself, she rushed around the desk to wrap her arms around him. “Oh my god! I can’t even. Thank you!” 

Tony shook his head. “I barely did anything. This is all you, spiderling.” 

Penny shook her head at him. “So what else is going on? Why is everything a mess?” 

“Oh that. Turns out we need to do some remodelling. Have to move some walls around so that the kid’s room would be closer to ours. Of course she’ll sleep in our room for a while, but eventually she’ll need her own room. So…” 

Penny’s brain stuttered. “Kid?” 

Tony’s face split into a massive smile. “Pepper is expecting. We’re moving the wedding up to next month, so there’s lots to do.”

“So you’re going to have a girl? Your very own daughter.” Icy fingers ran down Penny’s spine, but she suppressed them. Deal with the selfishness later, this was really awesome news. She let the delight she was feeling well up to show. 

Tony’s smile turned into a knowing smirk. Now he got up and circled the desk. He gestured for her to get up. She stood and he wrapped his arms around her. “I already have a daughter. Now I get another. Besides, she’s going to need her big sister around. Who else is going to help her keep out of all the trouble being related to me is going to cause.” 

Penny swallowed the surge of emotion rushing through her, simply holding Tony. After a bit more talk about the wedding and plans for the future, Penny left Tony with Pepper, after hugging her and promising to be the best big sister ever, and went to find Felicia, her new diplomas gripped tightly in her hand. She would look down at them constantly, barely able to convince herself they were real. A quick question to Friday leads Penny to the lounge on their level, to find Felicia and Vivian watching one of Vivian’s old black and white movies. 

Felicia, as always, knows she's there before Penny can say anything. Her girlfriend smiles up at her as she moves to the back of the sofa they are sitting on. Penny leans down to give her a brief upside down kiss. 

“What did Natasha need?” She asked curiously. 

“Nuh uh. You first.” Felicia evaded. 

Needing little prodding, Penny launched into an enthusiastic retelling of her meeting with Tony, ending with her handing Felicia her diplomas. 

Felicia stared at the shiny certificates stating that her girlfriend is a bonafide graduate of one of the country's premier technical institutes, despite the fact she had never once visited the place. 

“Oh my god. Do you know what this means?” She asked excitedly.

Penny blinked. “What?” 

Felicia moved closer, twisting herself around to get herself closer. Whispering very softly in Penny’s ear, she said, “Doctor, I have this incredible itch. Could you possibly help me scratch it?” 

“Oh. Oh!. Umm...of course, cause I’m a doctor, and doctors can do stuff.” 

Vivian snorted and shook her head. “Before the two of you go and get lost in your weird fantasy, you should probably deal with everything else.” 

Felicia stuck her tongue out at Vivian. “It’s not weird.” She pouted. 

Penny laughed, “Anyway. My other news is that Tony and Pepper are having a baby!” She waited for the appropriate surprise, only to have Felicia and Vivian share a look. A look that clearly states that Penny is the one late to the party. 

“Wait. You guys knew? How? Why didn’t you tell me?” She asked. 

Felicia grimaced. “Whiskers. I could feel the little bean’s heartbeat like two weeks ago.” 

Vivian shrugged. “I have all kinds of ways of monitoring people's condition. Pregnancy is pretty easy to detect.” 

“Okay. So why didn’t you tell me?” Penny asked, mildly annoyed. 

“Just because we can sometimes know things other people don’t is no reason to share it with anyone else. Or at least that’s what Wanda told me. I’m sure you wouldn’t want her to share all of the secrets she picks up by accident either.” Vivian answered. 

Felicia shrugged. “I just thought that it would be better for you to hear it from them. That’s a moment you would have never got back. Besides it was bad enough that I knew before Tony.” 

Penny accepted this. “Alright. Thanks. Is there anything else the two of you know that I don’t?” 

Again the other two girls share a look. 

“Ugh. So what is it? Or are you not going to tell me that too?” She finally dropped onto the sofa and Felicia pulled her into her lap and nuzzled her neck. 

“Well.” Felicia started. “There is something, but I need you to promise to be calm and rational.” 

Penny narrowed her eyes. “Nothing good ever starts with that sentence.” 

“I think this is an exception.” Felicia hedged. 

“Alright. I am calm and rational.” Penny said. 

“First. MJ got accepted to Emerson, she was going to tell you herself, but we got all caught up in the stuff with Jack and the moron squad. She’s off apartment hunting right now.” 

Penny sent Felicia a shocked look. “She wasn’t even applying to Emerson because she couldn’t afford it. How’d she get accepted?” 

“Well see, that’s the thing.” Felicia said, and she rushed through the rest. “Her girlfriend is paying for it and pulled some strings to get her in.” 

“Her girlfriend?” Penny asked. “Since when does MJ have a girlfriend?” 

“For awhile.” Felicia said evasively. 

“Who?” 

“Alright, so this is the thing. Now don’t freak out.” Felicia said, actually holding Penny down. “MJ is dating Natasha.” 

“What?” She must have misheard. “That’s...no. Just no. Natasha is like, thirty or something.” 

Felicia started to pet her head, like she was some kind of irritated animal. “Shh. It’s not like that, well not exactly. They’re dating, but not like we’re dating? Oh god, this was so much easier in my head.” 

“They are not engaging in any form of sexual intercourse.” Vivian said helpfully.

“What? Oh god, what the fuck?” Penny shook her head. “What? We have to do something.” 

Felicia sighed and pulled Penny’s head down to rest on her chest. “Natasha was the first person here who just accepted me being with you, do you remember?” 

Penny kept silent and nodded. 

“I still think about what she said, ‘Sometimes the heart isn’t logical. Sometimes it doesn’t wait for the right time. Sometimes it doesn’t follow the rules. If your hearts are so determined to be together. Then it’s not my place to interfere. In fact, as your friend, I think it’s my place to offer my support.’ I think we can at least do the same for them, right?” Felicia said softly to Penny. “They’re not breaking any laws or anything, they just like being together. So Natasha is helping MJ with her goals. And MJ is helping Natasha be something other than what she’s always been.”

Penny sighed. “Ugh. If Nat does anything to hurt MJ...” 

“She won't.” Felicia interrupted. “Trust me. Trust them, they’re smart enough to figure this out on their own. No one tried to keep us apart, it would be kind of awful of us to keep them apart.” 

“But the age difference.” Penny whined. “At least we’re the same age.” 

“What about me?” Vivian asked. “Am I supposed to wait until I have existed for a certain number of years before I seek out companionship?” 

“That’s different, Vivian. You’re different.” Penny answered, puzzled. 

“We’re all different, babe.” Felicia added. “And that’s okay. Believe me when I say that Natasha was as reluctant about this as you are, MJ is just persuasive.” 

“But they’re not, you know?” She asked.

“Nope. As far as I can understand, neither of them is at all interested in ‘you know’. Which is weirder to me than anything, but I’m not going to judge anyone. I’m not saying you need to agree with anything either, love. Just keep an open mind and support your friends. If shit falls apart, we’ll be there. For both of them. Yeah?”

“Alright. I can agree to that. I guess.” She sighed. “I am both amazingly happy and seriously confused. It’s not a great combo.” 

“Hmm. Well, we have several hours before dinner. Can I coax you into a game of doctor and patient while we wait.” Felicia purred into her ear. 

“You know I can still hear you, right?” Vivian deadpanned, never taking her eyes off the screen. 

“Well, we’ll leave you to your ancient movies and go entertain ourselves then.” Felicia said, smiling. 

Penny jumped to her feet and scooped Felicia into her arms. Felicia yelped.

“Now, now. I can’t have my patient wearing herself out now. Let’s go put you in bed.” She said. 

“Yes, Doctor Parker.” Felicia breathed. 

Vivian shook her head and turned up the volume. 

/-----------------------------/

Spidergirl stood on the edge of the Avengers Tower looking out over the city below. “Karen, bring up patrol route ‘c’.” The overlay on her HUD lit up the route. 

Black Cat slipped up behind her and wrapped her arms around Penny’s waist. “Hey didn’t we want to add that retirement home to route ‘c’?” She asked as she nuzzled Penny’s neck through the fabric of her mask. 

“Oh yeah. Ever since those gang members had that shootout near there. Good call. Karen, add that please.” 

“Karen, could you please also give me a little skin here?” Felicia said. The sensation of the nanites opening a space across Penny’s neck let her know that her AI had complied, allowing Felicia a chance to press her lips to the revealed skin. Probably with a large fading purple mark from their earlier exertions. Felicia’s tongue moved over the spot briefly. 

Kay’s voice broke over both their coms. “Hey, girls. Got a hot one. Police chase only four blocks from here. Gunfire reported.” 

Penny grinned and Felicia grabbed on tighter. “Here we go.” She shouted, and leaped off into the night, Felicia laughing as she was dragged along. 

Being Spidergirl was one of the greatest things that had ever happened to Penny Parker. Having Felicia as a partner just made it complete. They were two halves of a whole. Made for each other and matching perfectly. 

They went laughing into the night, a Cat, and her Spider.

**Notes for the Chapter:**

> And there it is. My first fan fiction and the longest thing I have ever written. Thank you to everyone who has read it, and everyone who has left kudos and comments. I write for myself, but knowing others enjoy my work makes it a lot more fun. Special thanks to my long suffering beta HadrianBlood for helping me understand the value of commas, and to Emily_F6 for the story that inspired me. I had meant to move on to other things after I finished this story, however a simple question from Sage_Nameless infected me with an idea. So I will soon be starting a follow up story dealing with Vivian. Hope you all enjoy both this story and that one.


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